AND WITHOUT RELEASING
ASSIGNOR OR ANY OTHER PERSON FROM ANY OBLIGATION UNDER THE COLLATERAL AGREEMENTS
OR THIS ASSIGNMENT) MAKE OR DO THE SAME, AFTER GIVING NOTICE TO ASSIGNOR OF ITS
INTENTION TO SO MAKE OR DO, IN SUCH MANNER AND TO SUCH EXTENT AS ASSIGNEE (OR
ITS DESIGNEE OR NOMINEE) MAY DEEM NECESSARY TO PROTECT THE SECURITY HEREOF AND
THEREOF, INCLUDING
SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RIGHT TO
APPEAR IN AND DEFEND ANY ACTION OR PROCEEDING PURPORTING TO AFFECT THE SECURITY
HEREOF OR THE RIGHTS OR POWERS OF ASSIGNEE AND ALSO THE RIGHT TO PERFORM AND
DISCHARGE EACH AND EVERY OBLIGATION, COVENANT AND AGREEMENT OF ASSIGNOR IN
RESPECT OF THE COLLATERAL, AND IN EXERCISING ANY SUCH POWERS TO PAY NECESSARY
COSTS AND EXPENSES, EMPLOY COUNSEL AND INCUR AND PAY REASONABLE ATTORNEYS' FEES
AND COSTS AND EXPENSES.
ANY CURING BY ASSIGNEE OF ASSIGNOR'S DEFAULT IN RESPECT
OF THE COLLATERAL SHALL NOT BE CONSTRUED AS AN ASSUMPTION BY ASSIGNEE OF ANY OR
ALL OBLIGATIONS, COVENANTS AND AGREEMENTS OF ASSIGNOR RELATING TO THE
COLLATERAL, AS THE CASE MAY BE.
ASSIGNEE (OR ITS DESIGNEE OR NOMINEE) MAY
EXERCISE ALL RIGHTS AND REMEDIES CONTAINED HEREIN AND IN THE LOAN DOCUMENTS AND
WITHOUT REGARD FOR THE ADEQUACY OF SECURITY FOR THE OBLIGATIONS OF BORROWER
HEREBY SECURED, EITHER IN PERSON OR BY AGENT WITH OR WITHOUT BRINGING ANY ACTION
OR PROCEEDING AND EXERCISE ALL RIGHTS IN RESPECT OF THE COLLATERAL AND DO ANY
ACTS THAT ASSIGNEE (OR ITS DESIGNEE OR NOMINEE) DEEMS PROPER TO PROTECT THE
SECURITY HEREOF, AND UPON THE OCCURRENCE OF SUCH EVENT ASSIGNOR SHALL NOT
EXERCISE ANY FURTHER RIGHTS IN RESPECT OF THE COLLATERAL TO THE EXTENT SUCH
EXERCISE WOULD IN ANY WAY INTERFERE WITH, DIMINISH, FRUSTRATE OR INHIBIT (I) ANY
EXERCISE OF ASSIGNEE OF ITS REMEDIES IN CONNECTION WITH THE COLLATERAL, (II) ANY
RIGHT OF ASSIGNEE WITH RESPECT TO THE COLLATERAL, (III) THE VALUE OF THE
COLLATERAL OR (IV) OTHERWISE ADVERSELY AFFECT THE COLLATERAL OR THE PURPOSES OF
THIS AGREEMENT.
NO COMMISSION OF ANY ACT AUTHORIZED BY THIS SECTION 6 SHALL BE
DEEMED TO CURE OR WAIVE ANY DEFAULT, OR TO WAIVE, MODIFY OR AFFECT ANY NOTICE OF
AN EVENT OF DEFAULT, UNDER THE LOAN AGREEMENT, OR TO INVALIDATE ANY ACT DONE
PURSUANT TO SUCH NOTICE.
ASSIGNEE SHALL NOT BY ANY ACT (EXCEPT BY A WRITTEN
INSTRUMENT), DELAY, INDULGENCE, OMISSION OR OTHERWISE BE DEEMED TO HAVE WAIVED
ANY RIGHT OR REMEDY HEREUNDER OR TO HAVE ACQUIESCED IN ANY EVENT OF DEFAULT OR
IN ANY BREACH OF ANY OF THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO
EXERCISE, NOR ANY DELAY IN EXERCISING, ON THE PART OF ASSIGNEE ANY RIGHT, POWER
OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
A WAIVER BY ASSIGNEE OF ANY RIGHT OR REMEDY HEREUNDER ON ANY ONE
OCCASION SHALL NOT BE CONSTRUED AS