WITHOUT NOTICE TO PLEDGOR, TO TRANSFER TO OR TO
REGISTER IN THE NAME OF BANK, OR ANY OF BANK'S NOMINEES, THE COLLATERAL, OR ANY
PORTION THEREOF, PROVIDED, HOWEVER, THAT PLEDGOR SHALL CONTINUE TO BE THE
BENEFICIAL OWNER OF ANY COLLATERAL TRANSFERRED TO OR REGISTERED IN THE NAME OF
BANK, OR BANK'S NOMINEES, PRIOR TO THE OCCURRENCE OF AN EVENT OF DEFAULT.
IN
ADDITION, BANK SHALL HAVE THE RIGHT AT ANY TIME TO EXCHANGE CERTIFICATES OR
INSTRUMENTS REPRESENTING OR EVIDENCING THE COLLATERAL, OR ANY PORTION THEREOF,
FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR LARGER DENOMINATIONS.
10.
REASONABLE CARE. BANK SHALL BE DEEMED TO HAVE EXERCISED REASONABLE
CARE IN THE CUSTODY AND PRESERVATION OF THE COLLATERAL IN ITS POSSESSION IF THE
COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH BANK ACCORDS
ITS OWN PROPERTY.
11.
DELAY OR OMISSION NOT WAIVER.
NEITHER THE FAILURE NOR ANY DELAY ON
THE PART OF BANK TO EXERCISE ANY RIGHT, REMEDY, POWER OR PRIVILEGE UNDER THIS
PLEDGE UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT OR OTHERWISE SHALL OPERATE AS
A WAIVER THEREOF OR IMPAIR ANY SUCH RIGHT, REMEDY, POWER OR PRIVILEGE.
NO
WAIVER OF ANY EVENT OF DEFAULT SHALL AFFECT ANY LATER EVENT OF DEFAULT OR SHALL
IMPAIR ANY RIGHTS OF BANK.
NO SINGLE, PARTIAL OR FULL EXERCISE OF ANY RIGHTS,
REMEDIES, POWERS AND PRIVILEGES BY THE BANK SHALL PRECLUDE FURTHER OR OTHER
EXERCISE THEREOF.
NO COURSE OF DEALING BETWEEN BANK AND PLEDGOR SHALL OPERATE
AS OR BE DEEMED TO CONSTITUTE A WAIVER OF BANK'S RIGHTS UNDER THIS PLEDGE OR
AFFECT THE DUTIES OR OBLIGATIONS OF PLEDGOR.
12.
REMEDIES CUMULATIVE; CONSENTS.
THE RIGHTS, REMEDIES, POWERS AND
PRIVILEGES PROVIDED FOR HEREIN SHALL NOT BE DEEMED EXCLUSIVE, BUT SHALL BE
CUMULATIVE AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS, REMEDIES, POWERS AND
PRIVILEGES IN BANK'S FAVOR AT LAW OR IN EQUITY.
WHENEVER THE BANK'S CONSENT OR
APPROVAL IS REQUIRED OR PERMITTED, SUCH CONSENT OR APPROVAL SHALL BE AT THE SOLE
AND ABSOLUTE DISCRETION OF BANK.
13.
CERTAIN FEES, COSTS, EXPENSES AND EXPENDITURES.
PLEDGOR AGREES TO
PAY ON DEMAND ALL COSTS AND EXPENSES OF BANK, INCLUDING WITHOUT LIMITATION:
13.1
ALL COSTS AND EXPENSES IN CONNECTION WITH THE PREPARATION, REVIEW,
NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS PLEDGE, AND THE
OTHER DOCUMENTS TO BE DELIVERED IN CONNECTION THEREWITH, OR ANY AMENDMENTS,
EXTENSIONS AND INCREASES TO ANY OF THE FOREGOING
7
(INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND EXPENSES, AND THE COST OF
APPRAISALS AND REAPPRAISALS OF COLLATERAL), AND THE COST OF PERIODIC LIEN
SEARCHES AND TAX CLEARANCE CERTIFICATES, AS BANK DEEMS ADVISABLE;
13.2
ALL LOSSES, COSTS AND EXPENSES IN CONNECTION WITH THE ENFORCEMENT,
PROTECTION AND PRESERVATION OF THE BANK'S RIGHTS OR REMEDIES UNDER THIS PLEDGE,
OR ANY OTHER AGREEMENT RELATING TO ANY BANK INDEBTEDNESS, OR IN CONNECTION WITH
LEGAL ADVICE RELATING TO THE RIGHTS OR RESPONSIBILITIES OF BANK (INCLUDING
WITHOUT LIMITATION COURT COSTS, ATTORNEY'S FEES AND EXPENSES OF ACCOUNTANTS AND
APPRAISERS); AND
13.3
ANY AND ALL STAMP AND OTHER TAXES PAYABLE OR DETERMINED TO BE
PAYABLE IN CONNECTION