DOING.
C.
THE RIGHTS OF AGENT HEREUNDER SHALL NOT
BE CONDITIONED OR CONTINGENT UPON THE PURSUIT BY AGENT OF ANY RIGHT OR REMEDY
AGAINST BORROWER OR AGAINST ANY OTHER PERSON OR ENTITY WHICH MAY BE OR BECOME
LIABLE IN RESPECT OF ALL OR ANY PART OF THE OBLIGATIONS OR AGAINST ANY OTHER
COLLATERAL SECURITY THEREFOR, GUARANTEE THEREOF OR RIGHT OF OFFSET WITH RESPECT
THERETO.
AGENT SHALL NOT BE LIABLE FOR ANY FAILURE TO DEMAND, COLLECT OR
REALIZE UPON ALL OR ANY PART OF THE COLLATERAL OR FOR ANY DELAY IN DOING SO, NOR
SHALL IT BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY COLLATERAL
UPON THE REQUEST OF BORROWER OR ANY OTHER PERSON OR ENTITY OR TO TAKE ANY OTHER
ACTION WHATSOEVER WITH REGARD TO THE COLLATERAL OR ANY PART THEREOF.
7
9.
ACTIONS BY AGENT.
BORROWER HEREBY
DESIGNATES AGENT AS THE ATTORNEY-IN-FACT OF BORROWER TO: (A) AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ENDORSE IN FAVOR
OF AGENT ANY OF THE COLLATERAL; (B) AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, CAUSE THE TRANSFER OF ANY OF THE COLLATERAL
IN SUCH NAME AS AGENT MAY FROM TIME TO TIME DETERMINE; (C) CAUSE THE ISSUANCE OF
CERTIFICATES FOR BOOK ENTRY AND/OR UNCERTIFICATED SECURITIES; (D) RENEW, EXTEND
OR ROLL OVER ANY COLLATERAL; (E) MAKE, DEMAND AND INITIATE ACTIONS TO ENFORCE
ANY OF THE COLLATERAL OR RIGHTS THEREIN; AND (F) TAKE ANY OTHER ACTION TO
EFFECTUATE THE TERMS AND PROVISIONS OF THIS PLEDGE AGREEMENT.
AGENT MAY TAKE
SUCH ACTION WITH RESPECT TO THE COLLATERAL AS AGENT MAY REASONABLY DETERMINE TO
BE NECESSARY TO PROTECT AND PRESERVE ITS INTEREST IN THE COLLATERAL.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, ALL OF THE RIGHTS, REMEDIES, POWERS, PRIVILEGES AND
DISCRETIONS INCLUDED IN THIS SECTION 9 MAY BE EXERCISED BY AGENT WHETHER OR NOT
THE OBLIGATIONS ARE THEN DUE AND WHETHER OR NOT AN EVENT OF DEFAULT HAS
OCCURRED.
THE WITHIN DESIGNATION AND GRANT OF POWER OF ATTORNEY IS COUPLED WITH
AN INTEREST, IS IRREVOCABLE UNTIL THE LIEN CREATED BY THIS PLEDGE AGREEMENT IS
TERMINATED BY A WRITTEN INSTRUMENT EXECUTED BY A DULY AUTHORIZED OFFICER OF
AGENT.
THE POWER OF ATTORNEY SHALL NOT BE AFFECTED BY SUBSEQUENT DISABILITY OR
INCAPACITY OF BORROWER.
AGENT SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION TO
ACT PURSUANT TO THIS SECTION 9, EXCEPT FOR ANY ACT OR OMISSION TO ACT WHICH IS
IN ACTUAL BAD FAITH.
10.
REMEDIES.
A.
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, AGENT MAY EXERCISE, IN ADDITION TO ALL OTHER RIGHTS
AND REMEDIES GRANTED IN THIS PLEDGE AGREEMENT AND IN ANY OTHER INSTRUMENT OR
AGREEMENT SECURING, EVIDENCING OR RELATING TO THE OBLIGATIONS, ALL RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UCC.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, AGENT, IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, WITHOUT DEMAND OF PERFORMANCE OR OTHER DEMAND, PRESENTMENT, PROTEST,
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