THE ADMINISTRATIVE AGENT MAY BE
UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL THE COLLATERAL AND MAY BE COMPELLED
TO RESORT TO ONE OR MORE PRIVATE SALES THEREOF. EACH BORROWER 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. THE ADMINISTRATIVE 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 SUCH BORROWER AND THE PLEDGED
ENTITY WOULD AGREE TO DO SO.
(L)
EACH BORROWER 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 BORROWER WAIVES THE BENEFIT OF ALL SUCH LAWS TO THE EXTENT IT LAWFULLY MAY
DO SO. EACH BORROWER AGREES THAT IT WILL NOT INTERFERE WITH ANY RIGHT, POWER AND
REMEDY OF THE ADMINISTRATIVE 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 THE ADMINISTRATIVE AGENT OF ANY ONE OR
MORE OF SUCH RIGHTS, POWERS OR REMEDIES. NO FAILURE OR DELAY ON THE PART OF THE
ADMINISTRATIVE AGENT TO EXERCISE ANY SUCH RIGHT, POWER OR REMEDY AND NO NOTICE
OR DEMAND WHICH MAY BE GIVEN TO OR MADE UPON THE BORROWERS BY THE
56
ADMINISTRATIVE AGENT WITH RESPECT TO ANY SUCH REMEDIES SHALL OPERATE AS A WAIVER
THEREOF, OR LIMIT OR IMPAIR THE ADMINISTRATIVE 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 ANY BORROWER IN ANY RESPECT.
(M)
EACH BORROWER FURTHER AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN THIS SECTION 10.7 WILL CAUSE IRREPARABLE INJURY TO THE
ADMINISTRATIVE AGENT, THAT THE ADMINISTRATIVE 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 10.7 SHALL BE SPECIFICALLY
ENFORCEABLE AGAINST THE BORROWERS, AND EACH BORROWER 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