FUNDAMENTAL
CHANGE IN THE ORGANIZATIONAL STRUCTURE OF MORTGAGE BORROWER OR UPON THE EXERCISE
BY BORROWER OR LENDER OF ANY RIGHT, PRIVILEGE OR OPTION PERTAINING TO SUCH
PLEDGED INTERESTS, AND IN CONNECTION THEREWITH, THE RIGHT TO DEPOSIT AND DELIVER
ANY AND ALL OF THE PLEDGED INTERESTS WITH ANY COMMITTEE, DEPOSITARY, TRANSFER
AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY UPON SUCH TERMS AND CONDITIONS AS IT
MAY DETERMINE), ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY
RECEIVED BY IT OR AS OTHERWISE REQUIRED UNDER SECTION 9-207 OF THE UCC WITH
RESPECT TO PROPERTY IN A SECURED PARTY'S POSSESSION, BUT LENDER SHALL HAVE NO
DUTY TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR OPTION AND SHALL NOT BE
RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO DOING.
(B)
THE RIGHTS OF LENDER UNDER THIS AGREEMENT SHALL NOT BE CONDITIONED
OR CONTINGENT UPON THE PURSUIT BY LENDER OF ANY RIGHT OR REMEDY AGAINST BORROWER
OR AGAINST ANY OTHER PERSON WHICH MAY BE OR BECOME LIABLE IN RESPECT OF ALL OR
ANY PART OF THE DEBT OR AGAINST ANY OTHER SECURITY THEREFOR, GUARANTEE THEREOF
OR RIGHT OF OFFSET WITH RESPECT THERETO.
LENDER SHALL NOT BE LIABLE FOR ANY
FAILURE TO DEMAND, COLLECT OR REALIZE UPON ALL OR ANY PART OF THE COLLATERAL OR
FOR ANY DELAY IN DOING SO, NOR SHALL IT BE UNDER ANY OBLIGATION TO SELL OR
OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF BORROWER OR ANY OTHER
PERSON OR TO TAKE ANY OTHER ACTION WHATSOEVER WITH REGARD TO THE COLLATERAL OR
ANY PART THEREOF.
(C)
UPON SATISFACTION IN FULL OF THE DEBT AND PAYMENT OF ALL AMOUNTS
OWED ON THE NOTE, LENDER'S RIGHTS UNDER THIS AGREEMENT SHALL TERMINATE AND
LENDER SHALL EXECUTE AND DELIVER TO BORROWER, OR AUTHORIZE BORROWER TO PREPARE
AND FILE WITHOUT LENDER'S SIGNATURE, WHERE PERMITTED UNDER APPLICABLE LAW, UCC-3
TERMINATION STATEMENTS OR SIMILAR DOCUMENTS AND AGREEMENTS TO TERMINATE ALL OF
LENDER'S RIGHTS UNDER THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS AND TO RETURN
ANY SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE TERMS HEREOF AND IN THE
POSSESSION OF LENDER.
(D)
BORROWER ALSO AUTHORIZES LENDER, AT ANY TIME AND FROM TIME TO
TIME, TO EXECUTE, IN CONNECTION WITH THE SALE PROVIDED FOR IN SECTIONS 9 OR 10
HEREOF, ANY ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR
TRANSFER WITH RESPECT TO THE COLLATERAL.
(E)
THE POWERS CONFERRED ON LENDER HEREUNDER ARE SOLELY TO PROTECT
LENDER'S INTEREST IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON LENDER TO
EXERCISE ANY SUCH POWERS.
LENDER SHALL BE ACCOUNTABLE ONLY FOR AMOUNTS THAT IT
ACTUALLY RECEIVES AS A RESULT OF THE EXERCISE OF SUCH POWERS, AND NEITHER IT NOR
ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR LENDER SHALL BE
RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR ITS
OR THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(F)
IF BORROWER FAILS TO PERFORM OR COMPLY WITH ANY OF ITS AGREEMENTS
CONTAINED HEREIN AND LENDER, AS PROVIDED FOR BY THE TERMS OF THIS AGREEMENT,
SHALL