WE SHALL BE LIABLE FOR ANY
DEFICIENCY.
7.
IF WE DEFAULT IN THE PERFORMANCE OR FULFILLMENT OF ANY OF THE
TERMS, CONDITIONS, PROMISES, COVENANTS, PROVISIONS OR WARRANTIES ON OUR PART TO
BE PERFORMED OR FULFILLED UNDER OR PURSUANT TO THIS AGREEMENT, YOU MAY, AT YOUR
OPTION WITHOUT WAIVING YOUR RIGHT TO ENFORCE THIS AGREEMENT ACCORDING TO ITS
TERMS, IMMEDIATELY OR AT ANY TIME THEREAFTER AND WITHOUT NOTICE TO US, PERFORM
OR FULFILL THE SAME OR CAUSE THE PERFORMANCE OR FULFILLMENT OF THE SAME FOR OUR
ACCOUNT AND AT OUR SOLE COST AND EXPENSE, AND THE COST AND EXPENSE THEREOF
(INCLUDING REASONABLE ATTORNEYS' FEES) SHALL BE ADDED TO THE OBLIGATIONS AND
SHALL BE PAYABLE ON DEMAND WITH INTEREST THEREON AT THE HIGHEST RATE PERMITTED
BY LAW OR, AT YOUR OPTION, DEBITED BY YOU FROM THE PLEDGED ACCOUNT.
8.
WE APPOINT YOU, ANY OF YOUR OFFICERS, EMPLOYEES OR ANY OTHER
PERSON OR ENTITY WHOM YOU MAY DESIGNATE AS OUR ATTORNEY, WITH POWER TO EXECUTE
SUCH DOCUMENTS IN OUR BEHALF AND TO SUPPLY ANY OMITTED INFORMATION AND CORRECT
PATENT ERRORS IN ANY DOCUMENTS EXECUTED BY US OR ON OUR BEHALF; TO FILE
FINANCING STATEMENTS AGAINST US COVERING THE COLLATERAL; TO SIGN OUR NAME ON
PUBLIC RECORDS; AND TO DO ALL OTHER THINGS YOU DEEM NECESSARY TO CARRY OUT THIS
AGREEMENT.
WE HEREBY RATIFY AND APPROVE ALL ACTS OF THE ATTORNEY AND NEITHER
YOU NOR THE ATTORNEY WILL BE LIABLE FOR ANY ACTS OF COMMISSION OR OMISSION, NOR
FOR ANY ERROR OF JUDGMENT OR
3
MISTAKE OF FACT OR LAW OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS
POWER BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE SO LONG AS ANY OBLIGATIONS
REMAINS UNPAID.
9.
NO DELAY OR FAILURE ON YOUR PART IN EXERCISING ANY RIGHT,
PRIVILEGE OR OPTION HEREUNDER SHALL OPERATE AS A WAIVER OF SUCH OR OF ANY OTHER
RIGHT, PRIVILEGE, REMEDY OR OPTION, AND NO WAIVER WHATEVER SHALL BE VALID UNLESS
IN WRITING, SIGNED BY YOU AND THEN ONLY TO THE EXTENT THEREIN SET FORTH, AND NO
WAIVER BY YOU OF ANY DEFAULT SHALL OPERATE AS A WAIVER OF ANY OTHER DEFAULT OR
OF THE SAME DEFAULT ON A FUTURE OCCASION.
YOUR BOOKS AND RECORDS CONTAINING
ENTRIES WITH RESPECT TO THE OBLIGATIONS SHALL BE ADMISSIBLE IN EVIDENCE IN ANY
ACTION OR PROCEEDING, SHALL BE BINDING UPON US FOR THE PURPOSE OF ESTABLISHING
THE ITEMS THEREIN SET FORTH AND SHALL CONSTITUTE PRIMA FACIE PROOF THEREOF.
YOU
SHALL HAVE THE RIGHT TO ENFORCE ANY ONE OR MORE OF THE REMEDIES AVAILABLE TO
YOU, SUCCESSIVELY, ALTERNATELY OR CONCURRENTLY.
WE AGREE TO JOIN WITH YOU IN
EXECUTING FINANCING STATEMENTS OR OTHER INSTRUMENTS TO THE EXTENT REQUIRED BY
THE UNIFORM COMMERCIAL CODE IN FORM SATISFACTORY TO YOU AND IN EXECUTING SUCH
OTHER DOCUMENTS OR INSTRUMENTS AS MAY BE REQUIRED OR DEEMED NECESSARY BY YOU FOR
PURPOSES OF AFFECTING OR CONTINUING YOUR SECURITY INTEREST IN THE COLLATERAL.
10.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK