TO ANY OR ALL OF THE SECURED OBLIGATIONS OR
COLLATERAL; (D) WAIVE, ENFORCE, MODIFY, AMEND OR SUPPLEMENT ANY OF THE
PROVISIONS OF ANY OF THE SECURITY DOCUMENTS, THE CREDIT AGREEMENT OR THE NOTE OR
ANY OTHER PROMISSORY NOTE OR DOCUMENT EVIDENCING ANY OF THE SECURED OBLIGATIONS
(EXCEPT FOR AN AMENDMENT OR SUPPLEMENT TO ANY OF THE FOREGOING TO WHICH A DEBTOR
IS A PARTY TO THE EXTENT SUCH AMENDMENT OR SUPPLEMENT REQUIRES THE CONSENT OF
SUCH DEBTOR); AND (E) RELEASE OR SUBSTITUTE ANY OTHER LIABLE PARTY.
SECTION 5.8
TRANSFER OF SECURED OBLIGATIONS AND COLLATERAL.
SECURED
PARTY MAY TRANSFER ANY OR ALL OF SECURED PARTY'S INTEREST IN THE SECURED
OBLIGATIONS, AND UPON ANY SUCH TRANSFER SECURED PARTY MAY TRANSFER ITS SECURITY
INTEREST IN ANY OR ALL OF THE COLLATERAL AND SHALL BE FULLY DISCHARGED
THEREAFTER FROM ALL LIABILITY WITH RESPECT TO THE COLLATERAL TRANSFERRED, AND
THE TRANSFEREE SHALL BE VESTED WITH ALL RIGHTS, POWERS AND REMEDIES OF SECURED
PARTY HEREUNDER WITH RESPECT TO COLLATERAL SO TRANSFERRED; PROVIDED, HOWEVER,
WITH RESPECT TO ANY SECURITY INTEREST IN THE COLLATERAL NOT SO TRANSFERRED,
SECURED PARTY SHALL RETAIN ALL RIGHTS, POWERS AND REMEDIES PROVIDED UNDER THIS
AGREEMENT.
SECURED PARTY MAY AT ANY TIME DELIVER ANY OR ALL OF THE COLLATERAL
TO DEBTORS WHOSE RECEIPT SHALL BE A COMPLETE AND FULL ACQUITTANCE FOR THE
COLLATERAL SO DELIVERED, AND SECURED PARTY SHALL THEREAFTER BE DISCHARGED FROM
ANY LIABILITY THEREFOR.
SECTION 5.9
CUMULATIVE SECURITY AND RIGHTS.
THE EXECUTION AND
DELIVERY OF THIS AGREEMENT IN NO MANNER SHALL IMPAIR OR AFFECT ANY OTHER
SECURITY (BY ENDORSEMENT OR OTHERWISE) FOR THE SECURED OBLIGATIONS.
NO SECURITY
TAKEN HEREAFTER AS SECURITY FOR THE SECURED OBLIGATIONS SHALL IMPAIR IN ANY
MANNER OR AFFECT THIS AGREEMENT.
ALL SUCH PRESENT AND FUTURE ADDITIONAL
SECURITY IS TO BE CONSIDERED AS CUMULATIVE SECURITY.
THE RIGHTS, POWERS AND
REMEDIES OF SECURED PARTY HEREUNDER SHALL BE IN ADDITION TO ALL RIGHTS, POWERS
AND REMEDIES GIVEN BY STATUTE OR RULE OF LAW AND ARE CUMULATIVE.
THE EXERCISE
OF ANY ONE OR MORE OF THE RIGHTS, POWERS AND REMEDIES PROVIDED HEREIN SHALL NOT
BE CONSTRUED AS A WAIVER OF ANY OTHER RIGHTS, POWERS AND REMEDIES OF SECURED
PARTY.
FURTHERMORE, REGARDLESS OF WHETHER OR NOT THE UNIFORM COMMERCIAL CODE IS
IN EFFECT IN THE JURISDICTION WHERE SUCH RIGHTS, POWERS AND REMEDIES ARE
ASSERTED, SECURED PARTY SHALL HAVE THE RIGHTS, POWERS AND REMEDIES OF A SECURED
PARTY UNDER THE CODE.
SECURED PARTY MAY
12
EXERCISE ITS BANKERS' LIEN OR RIGHT OF SET-OFF WITH RESPECT TO THE SECURED
OBLIGATIONS IN THE SAME MANNER AS IF THE SECURED OBLIGATIONS WERE UNSECURED.
SECTION 5.10
CONTINUING AGREEMENT.
THIS IS A CONTINUING AGREEMENT AND
THE GRANT OF A SECURITY INTEREST HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
AND ALL THE RIGHTS, POWERS AND REMEDIES OF SECURED PARTY HEREUNDER SHALL
CONTINUE TO EXIST UNTIL (A) THE SECURED OBLIGATIONS ARE PAID IN FULL OR
OTHERWISE FULLY PERFORMED, AND (B) SECURED PARTY HAS NO FURTHER OBLIGATION TO
ADVANCE MONIES TO DEBTORS UNDER THE CREDIT AGREEMENT, AT WHICH TIME SECURED