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 PLEDGOR 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 OR ANY LENDER MAY ASSIGN, INDORSE OR TRANSFER
ANY INSTRUMENT EVIDENCING ALL OR ANY PART OF THE SECURED OBLIGATIONS AS PROVIDED
IN, AND IN ACCORDANCE WITH, THE
9
CREDIT AGREEMENT, AS APPLICABLE, 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 EACH PLEDGOR THE PLEDGED COLLATERAL PLEDGED BY SUCH PLEDGOR AT
THE TIME SUBJECT TO THIS AGREEMENT, ALL INSTRUMENTS OF ASSIGNMENT EXECUTED IN
CONNECTION THEREWITH, FREE AND CLEAR OF THE LIENS HEREOF, AND ALL PROPER
DOCUMENTS AND INSTRUMENTS (INCLUDING UCC-3 TERMINATION STATEMENTS OR RELEASES)
ACKNOWLEDGING THE TERMINATION HEREOF OF SUCH PLEDGED COLLATERAL, AND, EXCEPT AS
OTHERWISE PROVIDED HEREIN, ALL OF THE PLEDGORS' OBLIGATIONS HEREUNDER SHALL AT
SUCH TIME TERMINATE.
12.
LIEN ABSOLUTE.
ALL RIGHTS OF AGENT HEREUNDER, AND ALL OBLIGATIONS
OF PLEDGORS HEREUNDER, SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT GOVERNING OR
EVIDENCING ANY SECURED 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 SECURED OBLIGATIONS, OR ANY OTHER
AMENDMENT OR WAIVER OF OR ANY CONSENT TO ANY DEPARTURE FROM THE CREDIT
AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT
GOVERNING OR EVIDENCING ANY SECURED OBLIGATIONS;
(C)
ANY EXCHANGE, RELEASE OR NON-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 SECURED 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, ANY PLEDGOR.
13.
RELEASE.
EACH PLEDGOR CONSENTS AND AGREES THAT AGENT OR LENDERS,
AS THE CASE MAY BE, 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 SECURED OBLIGATIONS; AND
(B)
EXCHANGE, RELEASE AND/OR SURRENDER ALL OR ANY OF THE COLLATERAL
(INCLUDING THE PLEDGED COLLATERAL), OR ANY PART THEREOF, BY WHOMSOEVER
DEPOSITED, WHICH IS NOW OR MAY HEREAFTER BE HELD BY AGENT IN CONNECTION WITH ALL
OR ANY OF THE SECURED OBLIGATIONS; ALL IN SUCH MANNER AND UPON SUCH TERMS