ACT, AND TO CAUSE THE REGISTRATION STATEMENT RELATING THERETO TO
BECOME EFFECTIVE AND TO REMAIN EFFECTIVE FOR SUCH PERIOD AS PROSPECTUSES ARE
REQUIRED BY LAW TO BE FURNISHED, AND TO MAKE ALL AMENDMENTS AND SUPPLEMENTS
THERETO AND TO THE RELATED PROSPECTUSES WHICH, IN THE OPINION OF SECURED PARTY,
ARE NECESSARY OR ADVISABLE, ALL IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SEC APPLICABLE THERETO;
(II)
USE ITS REASONABLE BEST EFFORTS TO QUALIFY THE PLEDGED COLLATERAL
UNDER THE STATE SECURITIES LAWS OR "BLUE SKY" LAWS AND TO OBTAIN ALL NECESSARY
GOVERNMENTAL APPROVALS FOR THE SALE OF THE PLEDGED COLLATERAL, AS REASONABLY
REQUESTED BY SECURED PARTY;
(III)
CAUSE THE ISSUERS TO MAKE AVAILABLE TO THEIR RESPECTIVE SECURITY
HOLDERS, AS SOON AS PRACTICABLE, AN EARNINGS STATEMENT WHICH WILL SATISFY THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT;
(IV)
EXECUTE AND DELIVER, OR CAUSE THE OFFICERS AND DIRECTORS OF THE
ISSUERS TO EXECUTE AND DELIVER, TO ANY PERSON, ENTITY OR GOVERNMENTAL AUTHORITY
AS SECURED PARTY MAY CHOOSE, ANY AND ALL DOCUMENTS AND WRITINGS WHICH, IN
SECURED PARTY'S REASONABLE JUDGMENT, MAY BE NECESSARY OR APPROPRIATE FOR
APPROVAL, OR BE REQUIRED BY, ANY REGULATORY AUTHORITY LOCATED IN ANY CITY,
COUNTY, STATE, OR COUNTRY WHERE SUCH PLEDGOR OR THE ISSUERS
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ENGAGE IN BUSINESS, IN ORDER TO TRANSFER OR TO MORE EFFECTIVELY TRANSFER THE
PLEDGED INTERESTS OR OTHERWISE ENFORCE SECURED PARTY'S RIGHTS HEREUNDER; AND
(V)
DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AND THINGS AS MAY BE
NECESSARY TO MAKE SUCH SALE OF THE PLEDGED COLLATERAL OR ANY PART THEREOF VALID
AND BINDING AND IN COMPLIANCE WITH APPLICABLE LAW.
Each Pledgor acknowledges that there is no adequate remedy at law for failure by
it to comply with the provisions of this Section and that such failure would not
be adequately compensable in damages, and therefore agrees that its agreements
contained in this Section may be specifically enforced.
(E)
EACH PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I)
ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME
SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS
SECTION; (II) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR
MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING
OR HEREAFTER ENACTED; AND (III) EXCEPT AS SET FORTH IN SUBSECTION (A) OF THIS
SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.
10.
Application of Proceeds.
Upon the occurrence and during the continuance of
an Event of Default, any cash held by Secured Party as Pledged Collateral and
all cash proceeds received by Secured Party in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral pursuant to the exercise by Secured Party of its remedies as a
secured creditor as provided in Section 9 shall be applied from time to time by
Secured