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(a) exercise or attempt to exercise any remedies under the Loan Agreement <br />except as permitted by Sections 6.2 and 7.9 of the Loan Agreement, or terminate, modify <br />or accept a surrender of the same, or by affirmative act, consent to the creation or <br />existence of any security interest or other lien in the Loan Agreement to secure payment <br />of any other indebtedness; or <br /> <br /> (b) receive or collect or permit the receipt or 'collection of any payments, <br />receipts, rentals, profits or other moneys under the Loan Agreement (except as allowed <br />under Section 7.9 thereof) or assign, transfer or hypothecate (other than to the Lender <br />hereunder) any or the same then due or to accrue in the future. <br /> <br /> 5. As set forth in Section 3.4 of the Loan Agreement, the Issuer covenants and <br />agrees that the Lender shall be entitled to receive all payments under the Loan Agreement <br />(except any payments due the Issuer under Section 7.9 thereof), and has authorized and directed <br />thc Borrower to make such payments directly to the Lender. The Lender covenants and agrees <br />that all payments received by the Lender pursuant to the Loan Agreement shall'be applied to the <br />payment of principal and interest on the Note. <br /> <br /> 6. If an Event of Default (as defined in the Loan Agreement) Shall occur and be <br />continuing, the Lender may exercise any one or more or all, and in any order, of the remedies <br />hereinafter set forth and as set forth in Article VI of the Loan Agreement, it being expressly <br />understood that no remedy herein conferred is intended to be exclusive of any other remedy or <br />remedies; but each and every remedy shall be cumulative and shall be in addition to every other' <br />remedy given herein or now or hereafter existing at law or in equity Or by statute:. <br /> <br /> (a) The Lender may, without prior notice of any kind declare the principal of <br /> and interest accrued on the Note immediately due and payable. <br /> <br /> (b) The Lender may exercise all rights available to it under the Loan <br />Agreement and the Guaranty securing payment of the Note. <br /> <br /> 7. Whenever any of the parties hereto is referred to, such reference shall be deemed <br />to include the successors and assigns of such party; and all the covenants, promises and <br />agreements in this Pledge Agreement contained by or on behalf of the Issuer or the Lender shall <br />bind and inure to the benefit of the respective successors and assigns of such parties whether so <br />expressed or not. <br /> <br /> 8. The unenforceability or invalidity of any provision or provisions of this Pledge <br />Agreement shall not render any other provision or provisions herein contained unenforceable or <br />invalid. <br /> <br /> 9. This Pledge Agreement shall in all respects be construed in accordance with and <br />governed by the laws of the State of Minnesota: This Pledge Agreement may not be amended or <br />modified except in writing signed by the Issuer and the Lender. <br /> <br /> 10. This Pledge Agreement may be executed, acknowledged and delivered in any <br />number of counterparts and each of such countei-parts shall constitute an original but all of which <br />together shall constitute one agreement. <br /> <br />1779934vl 2 <br /> <br />-179- <br /> <br /> <br />