8
(D)
EACH PLEDGOR RECOGNIZES THAT AGENT MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ANY OR ALL THE PLEDGED COLLATERAL AND MAY BE COMPELLED TO RESORT
TO ONE OR MORE PRIVATE SALES THEREOF IN ACCORDANCE WITH CLAUSE (C) ABOVE.
EACH
PLEDGOR ALSO ACKNOWLEDGES THAT ANY SUCH PRIVATE SALE MAY RESULT IN PRICES AND
OTHER TERMS LESS FAVORABLE TO THE SELLER THAN IF SUCH SALE WERE A PUBLIC SALE
AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH PRIVATE SALE SHALL
NOT BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY UNREASONABLE MANNER SOLELY BY
VIRTUE OF SUCH SALE BEING PRIVATE.
AGENT SHALL BE UNDER NO OBLIGATION TO DELAY
A SALE OF ANY OF THE PLEDGED COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO
PERMIT THE PLEDGED ENTITY TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE
ACT, OR UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF THE PLEDGORS AND THE
PLEDGED ENTITY WOULD AGREE TO DO SO.
(E)
EACH PLEDGOR AGREES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW THAT FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT IT WILL NOT AT ANY TIME PLEAD, CLAIM OR TAKE THE BENEFIT OF ANY
APPRAISAL, VALUATION, STAY, EXTENSION, MORATORIUM OR REDEMPTION LAW NOW OR
HEREAFTER IN FORCE IN 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 PLEDGOR WAIVES THE BENEFIT OF ALL SUCH LAWS TO THE EXTENT IT LAWFULLY MAY
DO SO.
EACH PLEDGOR 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 ANY PLEDGOR 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 RIGHTS AS AGAINST
PLEDGOR IN ANY RESPECT.
(F)
EACH PLEDGOR 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 SUCH PLEDGOR, AND SUCH 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 SECURED OBLIGATIONS
ARE NOT THEN DUE AND PAYABLE IN ACCORDANCE WITH THE AGREEMENTS AND