AND EVERY COVENANT CONTAINED IN THIS PARAGRAPH 11 SHALL
BE SPECIFICALLY ENFORCEABLE AGAINST BORROWER, AND BORROWER HEREBY WAIVES AND
AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF
SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO DEFAULT HAS OCCURRED WITH RESPECT TO
THE OBLIGATIONS.
12.
LIMITATION ON DUTIES REGARDING COLLATERAL.
AGENT'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL
PRESERVATION OF THE COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207 OF THE UCC
OR OTHERWISE, SHALL BE TO DEAL WITH IT IN THE SAME MANNER AS AGENT DEALS WITH
SIMILAR SECURITIES AND PROPERTY FOR ITS OWN ACCOUNT.
NEITHER AGENT NOR ANY OF
ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR FAILURE TO
DEMAND, COLLECT OR REALIZE UPON ANY OF THE COLLATERAL OR FOR ANY DELAY IN DOING
SO OR SHALL BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY
COLLATERAL UPON THE REQUEST OF BORROWER OR OTHERWISE.
13.
FINANCING STATEMENTS; OTHER DOCUMENTS.
THIS
PLEDGE AGREEMENT CONSTITUTES AN AUTHENTICATED RECORD, AND BORROWER HEREBY
AUTHORIZES THE AGENT TO FILE ONE OR MORE UCC-1 FINANCING STATEMENTS,
CONTINUATION STATEMENTS OR OTHER DOCUMENTS WITH RESPECT TO THE
10
COLLATERAL, WITHOUT THE SIGNATURE OF BORROWER, AND IN SUCH FILING OFFICES AS THE
AGENT SHALL DEEM REASONABLY APPROPRIATE.
BORROWER AGREES TO DELIVER ANY OTHER
DOCUMENT OR INSTRUMENT WHICH AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THE
ADMINISTRATION AND ENFORCEMENT OF THIS PLEDGE AGREEMENT OR WITH RESPECT TO THE
COLLATERAL FOR THE PURPOSES OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS
PLEDGE AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED.
14.
POWERS COUPLED WITH AN INTEREST.
ALL
AUTHORIZATIONS AND AGENCIES AND POWERS HEREIN CONTAINED WITH RESPECT TO THE
COLLATERAL ARE IRREVOCABLE AND COUPLED WITH AN INTEREST.
15.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF
THE AGENT HEREUNDER, THE GRANT OF A SECURITY INTEREST IN THE COLLATERAL AND ALL
OBLIGATIONS OF BORROWER HEREUNDER, SHALL BE ABSOLUTE AND UNCONDITIONAL
IRRESPECTIVE OF (I) ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE LOAN
AGREEMENT, ANY AGREEMENT WITH RESPECT TO ANY OF THE OBLIGATIONS OR ANY OTHER
AGREEMENT OR INSTRUMENT RELATING TO ANY OF THE FOREGOING, (II) ANY CHANGE IN
TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE
OBLIGATIONS, OR ANY OTHER AMENDMENT OR WAIVER OF OR ANY CONSENT TO ANY DEPARTURE
FROM THE NOTE OR ANY OTHER AGREEMENT OR INSTRUMENT, (III) ANY EXCHANGE, RELEASE
OR NON-PERFECTION OF ANY OTHER COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER
OF OR CONSENT TO OR DEPARTURE FROM ANY GUARANTEE, FOR ALL OR ANY OF THE
OBLIGATIONS, OR (IV) ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A
DEFENSE AVAILABLE TO (OTHER THAN THE DEFENSE OF INDEFEASIBLE PAYMENT), OR A
DISCHARGE OF, BORROWER IN RESPECT OF THE OBLIGATIONS OR IN RESPECT OF THIS
PLEDGE AGREEMENT.
16.
FEES AND EXPENSES.
TO THE EXTENT PROVIDED
IN THE LOAN AGREEMENT, BORROWER SHALL BE OBLIGATED TO, UPON DEMAND, PAY TO THE
AGENT THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES,