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(iv) (1) ask or demand for, collect, and receive payment of and receipt for, any and all <br />moneys, claims and other amounts due or to become due at any time in respect of or arising out of <br />any Collateral; (2) sign and endorse any assignments, verifications, notices and other documents <br />in connection with any of the Collateral; (3) commence and prosecute any suits, actions or <br />proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or <br />any portion thereof and to enforce any other right in respect of any Collateral; (4) defend any suit, <br />action or proceeding brought against the Pledgor with respect to any Collateral; (5) settle, <br />compromise or adjust any such suit, action or proceeding and, in connection therewith, give such <br />discharges or releases as the Administrative Agent may deem appropriate; and (6) generally, sell, <br />transfer, pledge and make any agreement with respect to or otherwise deal with any of the <br />Collateral as fully and completely as though the Administrative Agent were the absolute owner <br />thereof for all purposes, and do, at the Administrative Agent's option and the Pledgor's expense, <br />at any time, or from time to time, all acts and things which the Administrative Agent deems <br />necessary to protect, preserve or realize upon the Collateral and the Secured Parties' security <br />interests therein and to effect the intent of this Agreement, all as fully and effectively as the <br />Pledgor might do. <br />Anything in this Section 6.1(a) to the contrary notwithstanding, the Administrative Agent <br />agrees that, except as provided in Section 6.1(b), it will not exercise any rights under the power of <br />attorney provided for in this Section 6.1(al unless an Event of Default shall have occurred and be <br />continuing. <br />(b) If the Pledgor fails to perform or comply with any of its agreements in this Agreement, the <br />Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or <br />otherwise cause performance or compliance, with such agreements; provided, however, that unless an <br />Event of Default has occurred and is continuing, the Administrative Agent shall not exercise this power <br />without first making demand on the Pledgor and the Pledgor failing to promptly comply therewith. <br />(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as <br />provided in this Section 6.1 shall be payable by the Pledgor to the extent that they would be payable by <br />the Borrower pursuant to Section 10.04(a) of the Credit Agreement. <br />(d) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by <br />virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an <br />interest and are irrevocable until a Discharge of the Secured Obligations. <br />6.2 Authorization of Financing Statements. The Pledgor acknowledges that pursuant to <br />Section 9-509(b) of the UCC and any other applicable law, the Administrative Agent is authorized to file <br />or record financing or continuation statements, and amendments thereto, and other filing or recording <br />documents or instruments with respect to the Collateral in <br />11 <br />