ANY
AUTHORIZATION, TO FURNISH ANY INFORMATION, TO MAKE ANY DEMANDS, TO EXECUTE ANY
INSTRUMENTS AND TO TAKE ANY AND ALL OTHER ACTION ON BEHALF OF AND IN THE NAME OF
THE PLEDGORS WHICH IN THE OPINION OF PLEDGEE MAY BE NECESSARY OR APPROPRIATE TO
BE GIVEN, FURNISHED, MADE, EXERCISED OR TAKEN WITH RESPECT TO THE COLLATERAL, TO
PERFORM THE CONDITIONS THEREOF OR TO PREVENT OR REMEDY ANY DEFAULT BY ANY
PLEDGOR THEREUNDER OR TO ENFORCE ANY OF THE PLEDGORS' RIGHTS THEREUNDER.
THIS
POWER-OF-ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST, AND ANY SIMILAR
OR DISSIMILAR POWERS HERETOFORE GIVEN BY THE PLEDGORS OR ANY PLEDGOR IN RESPECT
OF THE PLEDGED INTERESTS TO ANY OTHER PERSON ARE HEREBY REVOKED.
D-11
THE PLEDGEE MAY AT SUCH TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AND
FROM TIME TO TIME THEREAFTER DURING THE CONTINUATION OF SUCH EVENT OF DEFAULT
WITHOUT NOTICE TO, OR ASSENT BY, THE PLEDGORS OR ANY PLEDGOR OR ANY OTHER PERSON
(TO THE EXTENT PERMITTED BY LAW), BUT WITHOUT AFFECTING ANY OF THE OBLIGATIONS,
IN THE NAME OF THE PLEDGORS OR ANY PLEDGOR OR IN THE NAME OF THE PLEDGEE, NOTIFY
ANY OTHER PARTY TO ANY OF THE DOCUMENTS LISTED ON SCHEDULE III HERETO TO MAKE
PAYMENT AND PERFORMANCE DIRECTLY TO THE PLEDGEE; EXTEND THE TIME OF PAYMENT AND
PERFORMANCE OF, COMPROMISE OR SETTLE FOR CASH, CREDIT OR OTHERWISE, AND UPON ANY
TERMS AND CONDITIONS, ANY OBLIGATIONS OWING TO THE PLEDGORS OR ANY PLEDGOR, OR
CLAIMS OF THE PLEDGORS OR ANY PLEDGOR, UNDER THE DOCUMENTS LISTED ON
SCHEDULE III HERETO; FILE ANY CLAIMS, COMMENCE, MAINTAIN OR DISCONTINUE ANY
ACTIONS, SUITS OR OTHER PROCEEDINGS DEEMED BY THE PLEDGEE NECESSARY OR ADVISABLE
FOR THE PURPOSE OF COLLECTING UPON OR ENFORCING THE DOCUMENTS LISTED ON
SCHEDULE III HERETO; AND EXECUTE ANY INSTRUMENT AND DO ALL OTHER THINGS DEEMED
NECESSARY AND PROPER BY THE PLEDGEE TO PROTECT AND PRESERVE AND REALIZE UPON THE
COLLATERAL AND THE OTHER RIGHTS CONTEMPLATED HEREBY.
PURSUANT TO THE POWER-OF-ATTORNEY PROVIDED FOR ABOVE, THE PLEDGEE MAY TAKE ANY
ACTION AND EXERCISE AND EXECUTE ANY INSTRUMENT WHICH IT MAY DEEM NECESSARY OR
ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE PLEDGEE, AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF
AN EVENT OF DEFAULT, SHALL HAVE THE RIGHT AND POWER TO RECEIVE, ENDORSE AND
COLLECT ALL CHECKS AND OTHER ORDERS FOR THE PAYMENT OF MONEY MADE PAYABLE TO THE
PLEDGORS OR ANY PLEDGOR REPRESENTING ANY INTEREST, PAYMENT OF PRINCIPAL OR OTHER
DISTRIBUTION PAYABLE IN RESPECT OF THE COLLATERAL OR ANY PART THEREOF, AND FOR
AND IN THE NAME, PLACE AND STEAD OF THE PLEDGORS OR ANY PLEDGOR, TO EXECUTE
ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER IN
RESPECT OF THE PLEDGED INTERESTS OR ANY OTHER PROPERTY WHICH IS OR MAY BECOME A
PART OF THE COLLATERAL HEREUNDER.
THE PLEDGEE MAY EXERCISE ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE CODE.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, AND