BE KEPT ADVISED IN WRITING AS TO THE PROGRESS OF EACH
SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE AND AS TO THE COMPLETION THEREOF,
SHALL FURNISH TO THE COLLATERAL AGENT SUCH NUMBER OF PROSPECTUSES, OFFERING
CIRCULARS OR OTHER DOCUMENTS INCIDENT THERETO AS THE COLLATERAL AGENT FROM TIME
TO TIME MAY REQUEST, AND SHALL INDEMNIFY AND SHALL CAUSE THE ISSUER OF THE
SECURITIES COLLATERAL TO INDEMNIFY THE COLLATERAL AGENT AND ALL OTHERS
PARTICIPATING IN THE DISTRIBUTION OF SUCH SECURITIES COLLATERAL AGAINST ALL
CLAIMS, LOSSES, DAMAGES AND LIABILITIES CAUSED BY ANY UNTRUE STATEMENT (OR
ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED THEREIN (OR IN ANY
RELATED REGISTRATION STATEMENT, NOTIFICATION OR THE LIKE) OR BY ANY OMISSION (OR
ALLEGED OMISSION) TO STATE THEREIN (OR IN ANY RELATED REGISTRATION STATEMENT,
NOTIFICATION OR THE LIKE) A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
(IV)
IF THE COLLATERAL AGENT DETERMINES TO EXERCISE ITS RIGHT TO SELL
ANY OR ALL OF THE SECURITIES COLLATERAL OR INVESTMENT PROPERTY, UPON WRITTEN
REQUEST, THE APPLICABLE PLEDGOR SHALL FROM TIME TO TIME FURNISH TO THE
COLLATERAL AGENT ALL SUCH INFORMATION AS THE COLLATERAL AGENT MAY REQUEST IN
ORDER TO DETERMINE THE NUMBER OF SECURITIES INCLUDED IN THE SECURITIES
COLLATERAL OR INVESTMENT PROPERTY WHICH MAY BE SOLD BY THE COLLATERAL AGENT AS
EXEMPT TRANSACTIONS UNDER THE SECURITIES ACT AND THE RULES OF THE SECURITIES AND
EXCHANGE COMMISSION THEREUNDER, AS THE SAME ARE FROM TIME TO TIME IN EFFECT.
(V)
EACH PLEDGOR FURTHER AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN THIS SECTION 9.4 WILL CAUSE IRREPARABLE INJURY TO THE COLLATERAL
AGENT AND OTHER SECURED PARTIES, THAT THE COLLATERAL AGENT AND THE OTHER SECURED
PARTIES HAVE NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH AND, AS A
CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN THIS SECTION 9.4 SHALL BE
SPECIFICALLY ENFORCEABLE AGAINST SUCH PLEDGOR, AND SUCH PLEDGOR HEREBY
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WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC
PERFORMANCE OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING.
SECTION 9.5.
NO WAIVER; CUMULATIVE REMEDIES.
(I)
NO FAILURE ON THE PART
OF THE COLLATERAL AGENT TO EXERCISE, NO COURSE OF DEALING WITH RESPECT TO, AND
NO DELAY ON THE PART OF THE COLLATERAL AGENT IN EXERCISING, ANY RIGHT, POWER OR
REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY HEREUNDER PRECLUDE ANY OTHER
OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY;
NOR SHALL THE COLLATERAL AGENT BE REQUIRED TO LOOK FIRST TO, ENFORCE OR EXHAUST
ANY OTHER SECURITY, COLLATERAL OR GUARANTIES.
THE REMEDIES HEREIN PROVIDED ARE
CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
(II)
IN THE EVENT THAT THE COLLATERAL AGENT SHALL HAVE INSTITUTED ANY
PROCEEDING TO ENFORCE ANY RIGHT, POWER OR REMEDY UNDER THIS AGREEMENT BY
FORECLOSURE, SALE, ENTRY OR OTHERWISE, AND SUCH