A BREACH OF ANY OF THE COVENANTS
CONTAINED IN THIS SECTION 8 WILL CAUSE IRREPARABLE INJURY TO LENDER, THAT LENDER
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 PLEDGOR, AND PLEDGOR HEREBY WAIVES AND
AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF
SUCH COVENANTS EXCEPT FOR A DEFENSE THAT THE OBLIGATIONS ARE NOT THEN DUE AND
PAYABLE IN ACCORDANCE WITH THE AGREEMENTS AND INSTRUMENTS GOVERNING AND
EVIDENCING SUCH OBLIGATIONS.
9.
WAIVER.
NO DELAY ON LENDER'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 PLEDGOR BY LENDER WITH RESPECT TO ANY POWER OF SALE,
LIEN, OPTION OR OTHER RIGHT HEREUNDER, SHALL CONSTITUTE A WAIVER THEREOF, OR
LIMIT OR IMPAIR LENDER'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 LENDER'S RIGHTS AS AGAINST PLEDGOR IN ANY RESPECT.
10.
ASSIGNMENT.
LENDER MAY ASSIGN, INDORSE OR TRANSFER ANY INSTRUMENT
EVIDENCING ALL OR ANY PART OF THE OBLIGATIONS AS PROVIDED IN, AND IN ACCORDANCE
WITH, THE LOAN AGREEMENT, AND THE HOLDER OF SUCH INSTRUMENT SHALL BE ENTITLED TO
THE BENEFITS OF THIS AGREEMENT.
11.
TERMINATION.
IMMEDIATELY FOLLOWING THE TERMINATION DATE, LENDER
SHALL DELIVER TO PLEDGOR THE PLEDGED COLLATERAL PLEDGED BY PLEDGOR 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 PLEDGOR'S OBLIGATIONS HEREUNDER SHALL AT SUCH
TIME TERMINATE.
12.
LIEN ABSOLUTE.
ALL RIGHTS OF LENDER HEREUNDER, AND ALL
OBLIGATIONS OF PLEDGOR HEREUNDER, SHALL BE ABSOLUTE AND UNCONDITIONAL
IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE LOAN AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT GOVERNING OR EVIDENCING
ANY OBLIGATIONS;
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY PART OF THE OBLIGATIONS, OR ANY OTHER AMENDMENT OR
WAIVER OF OR ANY CONSENT TO ANY DEPARTURE
9
FROM THE LOAN AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR
INSTRUMENT GOVERNING OR EVIDENCING ANY OBLIGATIONS;
(C)
ANY EXCHANGE, RELEASE OR N N PERFECTION OF ANY OTHER COLLATERAL,
OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO DEPARTURE FROM ANY
GUARANTY, FOR ALL OR ANY OF THE OBLIGATIONS;
(D)
THE INSOLVENCY OF ANY CREDIT PARTY; OR
(E)
ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE
AVAILABLE TO, OR A DISCHARGE OF, PLEDGOR.
13.
RELEASE.
PLEDGOR CONSENTS AND AGREES THAT LENDER MAY AT ANY TIME,
OR FROM TIME TO TIME, IN ITS DISCRETION:
(A)
RENEW, EXTEND OR CHANGE THE TIME OF PAYMENT, AND/OR THE MANNER,
PLACE OR TERMS OF PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS; AND