THE ISSUERS WOULD AGREE TO DO SO.
(C)
EACH PLEDGOR FURTHER AGREES TO USE ITS REASONABLE EFFORTS TO DO OR
CAUSE TO BE DONE ALL SUCH OTHER ACTS AS MAY BE NECESSARY TO MAKE ANY SALE OR
SALES OF ALL OR ANY PORTION OF THE PLEDGED STOCK PURSUANT TO THIS PLEDGE
AGREEMENT VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL OTHER APPLICABLE
APPLICABLE LAWS.
EACH PLEDGOR FURTHER AGREES THAT A BREACH OF ANY OF THE
COVENANTS CONTAINED IN THIS SECTION WILL CAUSE IRREPARABLE INJURY TO THE LENDER,
THAT THE LENDER HAS NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH AND, AS
A CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN THIS SECTION SHALL BE
SPECIFICALLY ENFORCEABLE AGAINST EACH PLEDGOR, AND EACH PLEDGOR HEREBY WAIVES
AND AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE
OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO EVENT OF DEFAULT HAS OCCURRED
UNDER THE LOAN AGREEMENT.
10.
IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUERS.
EACH
PLEDGOR HEREBY AUTHORIZES AND INSTRUCTS EACH ISSUER TO COMPLY WITH ANY
INSTRUCTION RECEIVED BY IT FROM THE LENDER IN WRITING THAT (A) STATES THAT AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (B) IS OTHERWISE IN
ACCORDANCE WITH THE TERMS OF THIS PLEDGE AGREEMENT, WITHOUT ANY OTHER OR FURTHER
INSTRUCTIONS FROM ANY PLEDGOR, AND EACH PLEDGOR AGREES THAT EACH ISSUER SHALL BE
FULLY PROTECTED IN SO COMPLYING.
11.
AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.
(A)
EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE
LENDER AND ANY OFFICER OR AGENT OF THE LENDER, WITH FULL POWER OF SUBSTITUTION,
AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND
AUTHORITY IN THE PLACE AND STEAD OF EACH PLEDGOR AND IN THE NAME OF EACH PLEDGOR
OR IN THE LENDER'S OWN NAME, FROM TIME TO TIME IN THE LENDER'S DISCRETION, FOR
THE PURPOSE OF CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE ANY AND ALL
APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH
MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS PLEDGE
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY FINANCING STATEMENTS,
ENDORSEMENTS, ASSIGNMENTS OR
9
OTHER INSTRUMENTS OF TRANSFER INCLUDING THOSE FINANCING STATEMENTS LISTING ALL
ASSETS OF THE PLEDGOR (OTHER THAN COLLEGE PARK INVESTMENTS LLC WHICH CANNOT
ISSUE AN ALL ASSETS PLEDGE) AS THE COLLATERAL IN WHICH THE SECURED PARTY NAMED
THEREIN HAS A SECURITY INTEREST.
(B)
EACH PLEDGOR HEREBY RATIFIES ALL THAT SAID ATTORNEYS SHALL
LAWFULLY DO OR CAUSE TO BE DONE PURSUANT TO THE POWER OF ATTORNEY GRANTED IN
SECTION 11(A).
ALL POWERS, AUTHORIZATIONS AND AGENCIES CONTAINED IN THIS PLEDGE
AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE UNTIL THIS PLEDGE
AGREEMENT IS TERMINATED AND THE SECURITY INTEREST CREATED HEREBY IS RELEASED.
12.
LIMITATION ON DUTIES REGARDING PLEDGED COLLATERAL.
THE LENDER'S
SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL PRESERVATION OF
THE PLEDGED COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207 OF THE CODE OR
OTHERWISE, SHALL BE TO DEAL WITH IT IN THE