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shall be construed as requiring or obligating the Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Secured Party, or to present or file any claim or notice, or to talc any action with respect to the Collateral or any part thereof or the moneys due or become due in respect thereof or any property covered thereby, and no action taken by the Secured Party or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pled or or to any claim or action against the Secured Party. The Pled or hereby authorizes the Secured Party to, and the Secured Party may,, at any time and from time to time whether or not an Event of Default or Default exists, but is under no obligation whatsoever to, advance funds on behalf of the Pledor in order to insure the Pledor's compliance with any covenant, warranty, representation or agreement of the Pled or made in or pursuant to this Agreement or any other the other Financing Documents, including without limitation a) to pay or discharge any taxes, liens, security interests or other encumbrances on or with respect to the Collateral and b) to preserve, maintain or protect the Collateral and the Secured Party's interest therein; provided that the making of any such advance by the Secured Party shall not constitute the waiver of any Event of Default or Default nor relieve the Pled or of any of his obligations hereunder or under any of the other Financing Documents. All such advances shall be a part of the Enforcement Celts and included in the Obligations secured hereby. SECTION 7.6. Enforcement Costs. The Pledgor shall pay to the Secured Party upon demand all Enforcement Costs together with interest thereon from the date incurred or advanced until paid in full at a per annum rate of interest equal to twelve percent (12 %). Enforcement Costs together with interest thereon shall be included in the Obligations secured hereby. SECTION 7.7. Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a), the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Party in order to carry out the intentions of the parties hereto as nearly as may be possible, (b), the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, and (c), the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. SECTION 7.8. AssignMent. The Secured Party may, without notice to, or consent of, the Pledger, sell, assign or transfer to any Person or Persons all or any part of the Obligations, and in the event of any such assignment, the rights and remedies of the Secured Party hereunder shall extend to,, and vest in, any such assignee or assignees who shall have the right to enforce the previsions of this Agreement as fully as the Secured Party, provided that the Secured Party shall continue to have the unimpaired right to enforce the previsions of this Agreement as to se much of the Obligations that it has net sold, assigned or transferred. The Pledger will fully cooperate with the Secured Party in connection with any such assignment and will execute and deliver such consents and acceptances to any such assignment and amendments to this Agreement in order to effect any such assignment (including, without limitation, the appointment of the Secured Party as agent for itself and all assignees). 420053 0111367 -0263 13