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11 <br />Agreement to Lender, during the existence of an Event of Default, Lender is hereby <br />appointed, which appointment as attorney-in-fact is irrevocable and coupled with an <br />interest, the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of <br />this Agreement and taking any action and executing any instruments which Lender may <br />deem necessary or advisable to accomplish the purposes hereof including, without <br />limitation: <br /> <br /> (a) To ask, demand, collect, sue for, recover, compromise, receive and <br />give acquittance and receipts for moneys due and to become due under or in respect of <br />any of the Collateral. <br /> <br /> (b) To receive, endorse and collect any drafts or other instruments, <br />documents and chattel paper in connection with clause (a) above. <br /> <br /> (c) To file any claims or take any action or institute any proceedings <br />that the Lender may deem necessary or desirable for the collection of any of the <br />Collateral or otherwise to enforce the rights of Lender, with respect to any of the <br />Collateral. <br /> <br /> (d) To execute, in connection with the sale provided for in Section 9 or <br />Section 10, any endorsement, assignments, or other instruments of conveyance or transfer <br />with respect to the Collateral. <br /> <br /> If so requested by Lender, Pledgor shall ratify and confirm any such sale or <br />transfer by executing and delivering to Lender at the Pledgor's expense all proper deeds, <br />bills of sale, instruments of assignment, conveyance of transfer and releases as may be <br />designated in any such request. <br /> <br /> 13. Additional Covenants Relating to Covenants of the Company. Pledgor <br />covenants and agrees with Lender that, from and after the date of this Agreement until the <br />Obligations (exclusive of any indemnification or other obligations which are expressly <br />stated in any of the Loan Documents to survive satisfaction of the Note) are indefeasibly <br />paid in full, Pledgor shall take and shall cause the Company to take such actions as are <br />required by or to comply with the terms of the Loan Documents applicable to it. <br /> <br /> 14. Indemnity. <br /> <br /> (a) Pledgor agrees to indemnify and hold harmless Lender and its directors, <br />officers, employees, agents and contractors from and against any and all claims, <br />liabilities, losses, expenses, costs and damages which any of them may suffer or incur <br />and which arises out of or results from: <br /> <br />(i) this Agreement, the grant, pledge and assignment of security <br />hereunder, the receipt of distributions from the Company, and/or <br />the exercise of any right, remedy or power hereunder; or <br /> <br />75