EXCEPT FOR A DEFENSE THAT THE SECURED OBLIGATIONS ARE NOT THEN DUE AND PAYABLE
IN ACCORDANCE WITH THE AGREEMENTS AND 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 OF THE PLEDGORS 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 MAY ASSIGN, INDORSE OR
TRANSFER ANY INSTRUMENT EVIDENCING ALL OR ANY PART OF THE SECURED OBLIGATIONS AS
PROVIDED IN, AND IN ACCORDANCE WITH, THE CREDIT AGREEMENT, 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 PLEDGORS THE PLEDGED COLLATERAL PLEDGED
BY PLEDGORS AT THE TIME SUBJECT TO THIS AGREEMENT AND ALL INSTRUMENTS OF
ASSIGNMENT EXECUTED IN CONNECTION THEREWITH, FREE AND CLEAR OF THE LIENS HEREOF
AND, EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL OF 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
11
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, PLEDGORS.
13.
RELEASE.
EACH OF THE PLEDGORS CONSENTS AND
AGREES THAT AGENT 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 AS AGENT MAY DEEM PROPER, AND WITHOUT NOTICE TO OR FURTHER