SELLS.
17.
PLEDGOR AGREES TO EXECUTE AND DELIVER TO
PLEDGEE SUCH FINANCING STATEMENTS, CONTINUATION STATEMENTS OR AMENDMENTS OF
FINANCING STATEMENTS, EACH IN FORM REASONABLY ACCEPTABLE TO PLEDGEE, AS PLEDGEE
MAY FROM TIME TO TIME REASONABLY REQUEST, OR AS ARE NECESSARY OR DESIRABLE IN
THE OPINION OF PLEDGEE TO ESTABLISH AND MAINTAIN A VALID, ENFORCEABLE, FIRST
PRIORITY PERFECTED SECURITY INTEREST IN THE COLLATERAL AS PROVIDED HEREIN, AND
THE OTHER RIGHTS AND SECURITY CONTEMPLATED HEREBY, ALL IN ACCORDANCE WITH THE
UCC AS ENACTED IN ANY AND ALL RELEVANT JURISDICTIONS, OR ANY OTHER RELEVANT
LAW.
PLEDGOR HEREBY AUTHORIZES PLEDGEE TO FILE ANY SUCH FINANCING STATEMENTS
WITHOUT THE SIGNATURE OF PLEDGOR WHERE PERMITTED BY LAW.
PLEDGEE IS HEREBY
AUTHORIZED TO MAKE FILINGS WITH SUCH RECORDING OFFICES AND SUCH OTHER
GOVERNMENTAL AUTHORITIES AS PLEDGEE MAY CONSIDER NECESSARY OR APPROPRIATE FOR
THE PURPOSE OF PERFECTING, CONFIRMING, CONTINUING, ENFORCING AND/OR PROTECTING
THE SECURITY INTERESTS AND LIENS GRANTED TO PLEDGOR BY PLEDGEE.
PLEDGOR WILL
PAY ANY APPLICABLE FILING FEES, RECORDATION TAXES AND RELATED EXPENSES RELATING
TO THE COLLATERAL.
6
18.
PLEDGOR HEREBY CONSTITUTES AND APPOINTS
PLEDGEE ITS TRUE AND LAWFUL ATTORNEY, IRREVOCABLY, WITH FULL POWER AFTER THE
OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (IN THE NAME OF
PLEDGOR OR OTHERWISE) (A) TO ACT, REQUIRE, DEMAND, RECEIVE, COMPOUND AND GIVE
ACQUITTANCE FOR ANY AND ALL MONEYS AND CLAIMS FOR MONEYS DUE OR TO BECOME DUE TO
PLEDGOR UNDER OR ARISING OUT OF THE COLLATERAL, (B) TO ENDORSE ANY CHECKS OR
OTHER INSTRUMENTS OR ORDERS IN CONNECTION THEREWITH, (C) TO FILE ANY CLAIMS OR
TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS WHICH PLEDGEE MAY DEEM TO BE
NECESSARY OR ADVISABLE TO PROTECT ITS INTERESTS AND (D) TO EXECUTE, DELIVER,
RECORD OR FILE ANY OTHER DOCUMENT OR INSTRUMENT AND TAKE SUCH OTHER ACTIONS AS
IT CONSIDERS APPROPRIATE IN CONNECTION WITH THE PERFECTION, PROTECTION OR
ENFORCEMENT OF ITS SECURITY INTEREST IN THE COLLATERAL, THE POSSESSION,
MAINTENANCE, PREPARATION FOR SALE, FORECLOSURE, SALE, LEASE, EXCHANGE OR OTHER
DISPOSITION OR RELEASE OF ANY COLLATERAL OR THE EXERCISE OF ANY RIGHTS OR
REMEDIES PROVIDED IN THIS AGREEMENT, WHICH APPOINTMENT AS ATTORNEY IS COUPLED
WITH AN INTEREST.
19.
UPON INDEFEASIBLE REPAYMENT IN FULL IN CASH
OF THE SECURED OBLIGATIONS, PLEDGEE WILL PROMPTLY, AT PLEDGOR'S EXPENSE, DELIVER
ALL OF THE COLLATERAL TO PLEDGOR ALONG WITH ALL INSTRUMENTS OF ASSIGNMENT
EXECUTED IN CONNECTION THEREWITH, AND EXECUTE AND DELIVER TO PLEDGOR SUCH
DOCUMENTS AS PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE ASSIGNOR'S RELEASE OF
PLEDGEE'S SECURITY INTEREST HEREUNDER.
20.
CHOICE OF LAW.
THIS AGREEMENT IS BEING
EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF TEXAS.
EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS
HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT.
IN THE EVENT OF
A DISPUTE INVOLVING THIS AGREEMENT OR ANY OTHER INSTRUMENTS EXECUTED IN
CONNECTION HEREWITH, THE UNDERSIGNED IRREVOCABLY AGREES THAT VENUE FOR SUCH
DISPUTE SHALL LIE IN