2.10 At any time after and during the continuation of an Event of Default
and without notice, Bank may (a) cause any or all of the Collateral to
be transferred to its name or to the name of its nominees; (b) receive
or collect by legal proceedings or otherwise all dividends, interest,
principal payments and other sums and all other distributions at any
time payable or receivable on account of the Collateral, and hold the
same as Collateral, or apply the same to the Indebtedness, the manner
and distribution of the application to be in the sole discretion of
Bank; (c) enter into any extension, subordination, reorganization,
deposit, merger or consolidation agreement or any other agreement
relating to or affecting the Collateral, and deposit or surrender
control of the Collateral, and accept other property in exchange for
the Collateral and hold or apply the property or money so received
pursuant to this Agreement; and (d) take such actions in its own name
or in Debtor's name as Bank, in its sole discretion, deems necessary
or appropriate to establish exclusive control (as defined in the
Uniform Commercial Code) over any Collateral (other than Debtor's
ownership interest in PFSweb B.V.) of such nature that perfection of
the Bank's security interest may be accomplished by control.
2.11 Bank may assign any of the Indebtedness and deliver any or all of the
Collateral to its assignee, who then shall have with respect to
Collateral so delivered all the rights and powers of Bank under this
Agreement, and after that Bank shall be fully discharged from all
liability and responsibility with respect to Collateral so delivered.
2.12 The undersigned delivers this Agreement based solely on the
undersigned's independent investigation of (or decision not to
investigate) the financial condition of Borrower and is not relying on
any information furnished by Bank. The undersigned assumes full
responsibility for obtaining any further information concerning the
Borrower's financial condition, the status of the Indebtedness or any
other matter which the undersigned may deem necessary or appropriate
now or later. The undersigned waives any duty on the part of Bank, and
agrees that the undersigned is not relying upon nor expecting Bank to
disclose to the undersigned any fact now or later known by Bank,
whether relating to the operations or condition of Borrower, the
existence, liabilities or financial condition of any guarantor of the
Indebtedness, the occurrence of any default with respect to the
Indebtedness, or otherwise, notwithstanding any effect such fact may
have upon the undersigned's risk or the undersigned's rights against
Borrower. The undersigned knowingly accepts the full range of risk
encompassed in this Agreement, which risk includes without limit the
possibility that Borrower may incur Indebtedness to Bank after the
financial condition of Borrower, or Borrower's ability to pay debts as
they mature, has deteriorated.
2.13 The undersigned agrees that no security or guarantee now or later held
by Bank for the payment of any Indebtedness, whether from Borrower,
any guarantor, or otherwise, and whether in the nature of a security
interest, pledge, lien, assignment, setoff, suretyship, guaranty,
indemnity, insurance or otherwise, shall affect in any manner the
unconditional pledge of the undersigned under this Agreement, and
Bank, in its sole discretion, without notice to the undersigned, may
release, exchange, modify, enforce and otherwise deal with any
security or guaranty without affecting in any manner the unconditional
pledge of the undersigned under this Agreement. The undersigned
acknowledges and agrees that Bank has no obligation to acquire or
perfect any lien on or security interest in any assets, whether realty
or personalty, or to obtain any guaranty to secure payment of the
Indebtedness, and the undersigned is not relying upon any guaranty
which Bank has or may have or assets in which Bank has or may have a
lien or security interest for payment of the Indebtedness.
2.14 Intentionally omitted.
2.15 The undersigned agrees to reimburse Bank upon demand for all costs and
expenses (including, without limit, attorneys' fees) incurred in
enforcing any of the duties or obligations of the undersigned under
this Agreement or in establishing, determining, continuing or
defending the validity or priority of Bank's security interest under
this Agreement (other than with respect to PFSweb B.V.).
2.16 The undersigned shall defend, indemnify and hold harmless Bank, its
employees, agents, shareholders, affiliates, officers, and directors
from and against any and all claims, damages, fines, expenses,
liabilities
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