OF ANY RIGHTS OR
INTERESTS THEREIN, OR (C) ANY DELAY, EXTENSION OF TIME, RENEWAL, COMPROMISE OR
OTHER INDULGENCE GRANTED BY THE PLEDGEE IN REFERENCE TO ANY OF THE OBLIGATIONS.
EACH PLEDGOR HEREBY WAIVES ALL NOTICE OF ANY SUCH DELAY, EXTENSION, RELEASE,
SUBSTITUTION, RENEWAL, COMPROMISE OR OTHER INDULGENCE, AND HEREBY CONSENTS TO BE
BOUND HEREBY AS FULLY AND EFFECTIVELY AS IF SUCH PLEDGOR HAD EXPRESSLY AGREED
THERETO IN ADVANCE.
NO DELAY OR EXTENSION OF TIME BY THE PLEDGEE IN EXERCISING
ANY POWER OF SALE, OPTION OR OTHER RIGHT OR REMEDY HEREUNDER, AND NO FAILURE BY
THE PLEDGEE TO GIVE NOTICE OR MAKE DEMAND, SHALL CONSTITUTE A WAIVER THEREOF, OR
LIMIT, IMPAIR OR
6
PREJUDICE THE PLEDGEE'S RIGHT TO TAKE ANY ACTION AGAINST ANY PLEDGOR OR TO
EXERCISE ANY OTHER POWER OF SALE, OPTION OR ANY OTHER RIGHT OR REMEDY.
EXPENSES.
THE COLLATERAL SHALL SECURE, AND EACH PLEDGOR SHALL PAY TO THE
PLEDGEE ON DEMAND, FROM TIME TO TIME, ALL REASONABLE COSTS AND EXPENSES,
(INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS, TAXES, AND
ALL TRANSFER, RECORDING, FILING AND OTHER CHARGES) OF, OR INCIDENTAL TO, THE
CUSTODY, CARE, TRANSFER, ADMINISTRATION OF THE COLLATERAL OR ANY OTHER
COLLATERAL, OR IN ANY WAY RELATING TO THE ENFORCEMENT, PROTECTION OR
PRESERVATION OF THE RIGHTS OR REMEDIES OF THE PLEDGEE UNDER THIS AGREEMENT OR
WITH RESPECT TO ANY OF THE OBLIGATIONS.
THE PLEDGEE APPOINTED ATTORNEY-IN-FACT AND PERFORMANCE BY THE PLEDGEE.
UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS THE PLEDGEE AS SUCH PLEDGOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT,
WITH FULL POWER OF SUBSTITUTION, TO EXECUTE, ACKNOWLEDGE AND DELIVER ANY
INSTRUMENTS AND TO DO IN SUCH PLEDGOR'S NAME, PLACE AND STEAD, ALL SUCH ACTS,
THINGS AND DEEDS FOR AND ON BEHALF OF AND IN THE NAME OF SUCH PLEDGOR, WHICH
SUCH PLEDGOR COULD OR MIGHT DO OR WHICH THE PLEDGEE MAY DEEM NECESSARY,
DESIRABLE OR CONVENIENT TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, TO EXECUTE SUCH INSTRUMENTS OF ASSIGNMENT OR TRANSFER OR
ORDERS AND TO REGISTER, CONVEY OR OTHERWISE TRANSFER TITLE TO THE COLLATERAL
INTO THE PLEDGEE'S NAME.
EACH PLEDGOR HEREBY RATIFIES AND CONFIRMS ALL THAT
SAID ATTORNEY-IN-FACT MAY SO DO AND HEREBY DECLARES THIS POWER OF ATTORNEY TO BE
COUPLED WITH AN INTEREST AND IRREVOCABLE.
IF ANY PLEDGOR FAILS TO PERFORM ANY
AGREEMENT HEREIN CONTAINED, THE PLEDGEE MAY ITSELF PERFORM OR CAUSE PERFORMANCE
THEREOF, AND ANY COSTS AND EXPENSES OF THE PLEDGEE INCURRED IN CONNECTION
THEREWITH SHALL BE PAID BY THE PLEDGORS AS PROVIDED IN SECTION 10 HEREOF.
RECAPTURE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF THE
PLEDGEE OR ANY OTHER CREDITOR PARTY RECEIVES ANY PAYMENT OR PAYMENTS ON ACCOUNT
OF THE OBLIGATIONS, WHICH PAYMENT OR PAYMENTS OR ANY PART THEREOF ARE
SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE
AND/OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER, OR ANY OTHER PARTY UNDER
THE UNITED STATES BANKRUPTCY CODE, AS AMENDED, OR ANY OTHER FEDERAL OR STATE
BANKRUPTCY, REORGANIZATION, MORATORIUM