ORDER TO PREVENT OR DELAY THE ENFORCEMENT OF THIS
AGREEMENT, OR THE ABSOLUTE SALE OF THE WHOLE OR ANY PART OF THE PLEDGED
COLLATERAL OR THE POSSESSION THEREOF BY ANY PURCHASER AT ANY SALE HEREUNDER, AND
EACH OF THE PLEDGORS WAIVES THE BENEFIT OF ALL SUCH LAWS TO THE EXTENT IT
LAWFULLY MAY DO SO. EACH OF THE PLEDGORS AGREES THAT IT WILL NOT INTERFERE WITH
ANY RIGHT, POWER AND REMEDY OF AGENT PROVIDED FOR IN THIS AGREEMENT OR NOW OR
HEREAFTER EXISTING AT LAW OR IN EQUITY OR BY STATUTE OR OTHERWISE, OR THE
EXERCISE OR BEGINNING OF THE EXERCISE BY AGENT OF ANY ONE OR MORE OF SUCH
RIGHTS, POWERS OR REMEDIES. NO FAILURE OR DELAY ON THE PART OF AGENT TO EXERCISE
ANY SUCH RIGHT, POWER OR REMEDY AND NO NOTICE OR DEMAND WHICH MAY BE GIVEN TO OR
MADE UPON PLEDGORS BY AGENT WITH RESPECT TO ANY SUCH REMEDIES SHALL OPERATE AS A
WAIVER THEREOF, OR LIMIT OR IMPAIR AGENT'S RIGHT TO TAKE ANY ACTION OR TO
EXERCISE ANY POWER OR REMEDY HEREUNDER, WITHOUT NOTICE OR DEMAND, OR PREJUDICE
ITS
9
RIGHTS AS AGAINST PLEDGORS IN ANY RESPECT.
(H)
EACH OF THE PLEDGORS FURTHER AGREES THAT A BREACH OF ANY OF THE
COVENANTS CONTAINED IN THIS SECTION 8 WILL CAUSE IRREPARABLE INJURY TO AGENT,
THAT AGENT SHALL HAVE NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH AND,
AS A CONSEQUENCE, AGREES THAT EACH AND EVERY COVENANT CONTAINED IN THIS SECTION
8 SHALL BE SPECIFICALLY ENFORCEABLE AGAINST EACH OF THE PLEDGORS, AND EACH OF
THE PLEDGORS HEREBY WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN
ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT THE
SECURED OBLIGATIONS ARE NOT THEN DUE AND PAYABLE IN ACCORDANCE WITH THE
AGREEMENTS AND INSTRUMENTS GOVERNING AND EVIDENCING SUCH OBLIGATIONS.
9.
WAIVER. NO DELAY ON AGENT'S PART IN EXERCISING ANY POWER OF SALE,
LIEN, OPTION OR OTHER RIGHT HEREUNDER, AND NO NOTICE OR DEMAND WHICH MAY BE
GIVEN TO OR MADE UPON ANY OF THE PLEDGORS BY AGENT WITH RESPECT TO ANY POWER OF
SALE, LIEN, OPTION OR OTHER RIGHT HEREUNDER, SHALL CONSTITUTE A WAIVER THEREOF,
OR LIMIT OR IMPAIR AGENT'S RIGHT TO TAKE ANY ACTION OR TO EXERCISE ANY POWER OF
SALE, LIEN, OPTION, OR ANY OTHER RIGHT HEREUNDER, WITHOUT NOTICE OR DEMAND, OR
PREJUDICE AGENT'S RIGHTS AS AGAINST ANY PLEDGOR IN ANY RESPECT.
10.
ASSIGNMENT. AGENT MAY ASSIGN, INDORSE OR TRANSFER ANY INSTRUMENT
EVIDENCING ALL OR ANY PART OF THE SECURED OBLIGATIONS AS PROVIDED IN, AND IN
ACCORDANCE WITH, THE CREDIT AGREEMENT, AND THE HOLDER OF SUCH INSTRUMENT SHALL
BE ENTITLED TO THE BENEFITS OF THIS AGREEMENT.
11.
TERMINATION. IMMEDIATELY FOLLOWING THE TERMINATION DATE, AGENT
SHALL DELIVER TO PLEDGORS THE PLEDGED COLLATERAL PLEDGED BY PLEDGORS AT THE TIME
SUBJECT TO THIS AGREEMENT AND ALL INSTRUMENTS OF ASSIGNMENT EXECUTED IN
CONNECTION THEREWITH, FREE AND CLEAR OF THE LIENS HEREOF AND, EXCEPT AS
OTHERWISE PROVIDED HEREIN, ALL OF PLEDGORS' OBLIGATIONS HEREUNDER SHALL AT SUCH