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7 <br />other non-monetary obligations which are expressly stated in any of the Loan Documents <br />to survive satisfaction of the Note), Lender’s rights under this Pledge Agreement shall <br />terminate and Lender shall return any delivered certificate to Pledgor and shall execute <br />and deliver to Pledgor a UCC-3 termination statement or similar documents and <br />agreements to terminate all of Lender’s rights under this Agreement and all other Loan <br />Documents. <br /> <br /> (d) Pledgor also authorizes Lender, at any time and from time to time, to <br />execute, in connection with the sale provided for in Section 8 or Section 9 hereof, any <br />endorsements, assignments or other instruments of conveyance or transfer with respect to <br />the Collateral. <br /> <br /> (e) The powers conferred on Lender hereunder are solely to protect Lender’s <br />interest in the Collateral and shall not impose any duty upon Lender to exercise any such <br />powers. Lender shall be accountable only for amounts that it actually receives as a result <br />of the exercise of such powers, and neither it nor any of its officers, directors, or <br />employees shall be responsible to Pledgor for any act or failure to act hereunder, except <br />for its or their gross negligence or willful misconduct. <br /> <br /> (f) If Pledgor fails to perform or comply with any of its agreements contained <br />herein and such failure continues for ten (10) days after Pledgor’s receipt of written <br />notice (or, in the event of any monetary default, if such failure continues for five (5) days <br />after such notice) and Lender, as provided for by the terms of this Agreement, shall itself <br />perform or comply, or otherwise cause performance or compliance with such agreement, <br />the expenses of Lender incurred in connection with such performance or compliance, <br />together with interest at the rate set forth in the Note, if such expenses are not paid on <br />demand, shall be payable by Pledgor to Lender on demand and shall constitute <br />obligations secured hereby. <br /> <br /> 8. Remedies. If an Event of Default shall occur, Lender may exercise, in <br />addition to all other rights and remedies granted in this Agreement and in any other <br />instrument or agreement securing, evidencing or relating to the Obligations: <br /> <br /> (a) All rights and remedies of a secured party under the Code (whether <br />or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) <br />and such additional rights and remedies to which a secured party is entitled under the <br />laws in effect in any jurisdiction where any rights and remedies hereunder may be <br />asserted, including, without limitation , the right, to the maximum extent permitted by <br />law, to exercise all voting, consensual and other powers of ownership pertaining to the <br />Collateral as if Lender were the sole and absolute owner thereof (and Pledgor agrees to <br />take all such action as may be appropriate to give effect to such right). <br /> <br /> (b) Lender may make any reasonable compromise or settlement deemed <br />desirable with respect to any of the Collateral and may extend the time of payment, <br />arrange for payment in installments, or otherwise modify the terms of, any of the <br />Collateral. <br />71