DEBTOR-IN-POSSESSION ON BEHALF OF SUCH PLEDGOR) AND
SHALL, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF THE SECURED PARTIES, HEREUNDER, INURE TO THE BENEFIT OF THE
ADMINISTRATIVE AGENT, THE OTHER SECURED PARTIES, ALL FUTURE HOLDERS OF ANY
INSTRUMENT EVIDENCING ANY OF THE SECURED OBLIGATIONS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NO SALES OF PARTICIPATIONS, OTHER SALES, ASSIGNMENTS,
TRANSFERS OR OTHER DISPOSITIONS OF ANY AGREEMENT GOVERNING OR INSTRUMENT
EVIDENCING THE SECURED OBLIGATIONS OR ANY PORTION THEREOF OR INTEREST THEREIN
SHALL IN ANY MANNER AFFECT THE LIEN GRANTED TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, HEREUNDER.
NO PLEDGOR MAY ASSIGN, SELL,
HYPOTHECATE OR OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS
PLEDGE AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDERS.
19.
WAIVERS; AMENDMENT.
(a)
No failure or delay by any Secured Party of any kind in exercising
any power, right or remedy hereunder and no course of dealing between any
Pledgor on the one hand and the administrative Agent or the holder of any Note
on the other hand shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy hereunder or under any other
Loan Document, or any abandonment or discontinuance of steps to enforce such a
power, right or remedy, preclude any other or further exercise thereof or the
exercise of any other power, right or remedy.
The rights of the Secured Parties
hereunder and of the Lenders under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have.
No
waiver of any provision of this Pledge Agreement or consent to any departure by
any Pledgor therefrom shall in any event be effective unless the same shall be
permitted by subsection (b) below, and then such waiver and consent shall be
effective only in the specific instance and for the purpose for which given.
No
notice or demand on any Pledgor in any case shall entitle such Pledgor to any
other or further notice in similar or other circumstances.
(B)
NEITHER THIS PLEDGE AGREEMENT NOR ANY PROVISION HEREOF MAY BE
WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN AGREEMENT ENTERED INTO
BETWEEN THE PLEDGORS WITH RESPECT TO WHICH SUCH WAIVER, AMENDMENT OR
MODIFICATION RELATES AND THE ADMINISTRATIVE AGENT, WITH THE PRIOR WRITTEN
CONSENT OF THE REQUIRED LENDERS (EXCEPT AS OTHERWISE PROVIDED IN THE AMENDED AND
RESTATED CREDIT AGREEMENT).
15
20.
SEVERABILITY.
ANY PROVISION OF THIS PLEDGE AGREEMENT HELD TO BE ILLEGAL,
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF OR THEREOF; AND THE ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
OF A PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
21.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS TO THE PLEDGORS OR
ADMINISTRATIVE AGENT