STOCK
CERTIFICATES, ISSUED BY REASON OF ANY SUCH CHANGE SHALL BECOME PART OF THE
COLLATERAL AND SHALL BE ENDORSED TO, DELIVERED TO AND HELD BY PLEDGEE UNDER THE
TERMS OF THIS AGREEMENT IN THE SAME MANNER AS THE SECURITIES ORIGINALLY PLEDGED
HEREUNDER (EXCEPT TO THE EXTENT THAT ANY SUCH PLEDGE BY PLEDGOR TO PLEDGEE WOULD
CAUSE MORE THAN SIXTY-FIVE PERCENT (65%) OF THE ISSUED AND OUTSTANDING SHARES OF
CAPITAL STOCK OF ANY PLEDGED SUBSIDIARY TO BECOME SUBJECT TO PLEDGEE'S SECURITY
INTEREST HEREUNDER).
11.
PLEDGOR AUTHORIZES PLEDGEE, WITHOUT NOTICE
OR DEMAND, AND WITHOUT AFFECTING THE LIABILITY OF PLEDGOR HEREUNDER, FROM TIME
TO TIME TO:
(A)
HOLD SECURITY IN ADDITION TO AND OTHER THAN
THE COLLATERAL FOR THE PAYMENT OF THE SECURED OBLIGATIONS OR ANY PART THEREOF,
AND EXCHANGE, ENFORCE, WAIVE AND RELEASE ANY COLLATERAL OR ANY PART THEREOF, OR
ANY OTHER SUCH SECURITY, OR PART THEREOF;
(B)
RELEASE ANY OF THE ENDORSERS OR GUARANTORS
OF THE SECURED OBLIGATIONS SECURED HEREUNDER OR ANY PART THEREOF, OR ANY OTHER
PERSON OR ENTITY WHOMSOEVER LIABLE FOR OR ON ACCOUNT OF SUCH SECURED
OBLIGATIONS;
3
(C)
UPON THE TRANSFER OF ALL OR ANY PART OF THE
SECURED OBLIGATIONS SECURED HEREUNDER, PLEDGEE MAY ASSIGN ALL OR ANY PART OF
PLEDGEE'S SECURITY INTEREST IN THE COLLATERAL AND SHALL BE FULLY DISCHARGED
THEREAFTER FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT TO THE COLLATERAL
SO TRANSFERRED, PROVIDED THAT IN NO EVENT SHALL PLEDGEE BE LIABLE FOR ANY ACT OR
OMISSION OR NEGLIGENT ACT OR NEGLIGENT OMISSION WITH RESPECT TO THE COLLATERAL,
OTHER THAN ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR TORTIOUS BREACH OF CONTRACT.
THE TRANSFEREE OF THE COLLATERAL SHALL BE
VESTED WITH THE RIGHTS, POWERS AND REMEDIES OF PLEDGEE HEREUNDER, AND, WITH
RESPECT TO ANY COLLATERAL NOT SO TRANSFERRED, PLEDGEE SHALL RETAIN ALL RIGHTS,
POWERS AND REMEDIES HEREBY GIVEN; AND
(D)
PLEDGOR HEREBY WAIVES ANY RIGHT TO REQUIRE
PLEDGEE TO PROCEED AGAINST PLEDGOR, BORROWER OR ANY OTHER PERSON OR ENTITY
WHOMSOEVER, TO PROCEED AGAINST OR EXHAUST ANY COLLATERAL OR ANY OTHER SECURITY
HELD BY PLEDGEE, OR TO PURSUE ANY OTHER REMEDY AVAILABLE TO PLEDGEE.
PLEDGOR
FURTHER WAIVES ANY DEFENSE ARISING BY REASON OF ANY LIABILITY OR OTHER DEFENSE
OF PLEDGOR OR OF ANY OTHER PERSON OR ENTITY.
PLEDGOR SHALL HAVE NO RIGHT TO
REQUIRE PLEDGEE TO MARSHAL COLLATERAL.
12.
IT SHALL NOT BE NECESSARY FOR PLEDGEE TO
INQUIRE INTO THE POWERS OF PLEDGOR OR THE OFFICERS, DIRECTORS OR AGENTS ACTING
OR PURPORTING TO ACT ON BEHALF OF PLEDGOR, AND ANY OBLIGATIONS MADE OR CREATED
IN RELIANCE ON THE PROFESSED EXERCISE OF SUCH POWERS SHALL BE SECURED HEREUNDER.
13.
TO THE EXTENT PERMITTED BY APPLICABLE LAW
AND IN THE LOAN AGREEMENT, PLEDGEE SHALL BE UNDER NO DUTY OR OBLIGATION
WHATSOEVER TO MAKE OR GIVE ANY PRESENTMENTS, DEMANDS FOR PERFORMANCE, NOTICES OF
NON-PERFORMANCE, PROTESTS, NOTICES OF PROTEST, OR NOTICES OF DISHONOR IN
CONNECTION WITH THE SECURED OBLIGATIONS.
14.
THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER
AND AS DEFINED IN THE LOAN AGREEMENT SHALL, AT THE OPTION