THEREOF PURSUANT TO A JUDGMENT OR DECREE OF A
COURT OR COURTS HAVING COMPETENT JURISDICTION OR PURSUANT TO A PROCEEDING BY A
COURT-APPOINTED RECEIVER.
ANY SALE PURSUANT TO THE PROVISIONS OF THIS SECTION
SHALL BE DEEMED TO BE A COMMERCIALLY REASONABLE DISPOSITION AS PROVIDED IN
SECTION 9-610 OF THE UCC.
PLEDGEE SHALL RECEIVE THE PROCEEDS OF ANY SUCH SALE
OR SALES, AND, AFTER DEDUCTING THEREFROM ANY AND ALL REASONABLE COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE SALE THEREOF, APPLY THE NET PROCEEDS
TOWARD THE PAYMENT OF THE SECURED OBLIGATIONS SECURED HEREUNDER, INCLUDING
INTEREST, REASONABLE ATTORNEYS' FEES, AND ALL OTHER REASONABLE COSTS AND
EXPENSES INCURRED BY PLEDGEE HEREUNDER AND UNDER ANY OTHER AGREEMENT BETWEEN
PLEDGOR AND PLEDGEE.
IF SUCH PROCEEDS BE MORE THAN SUFFICIENT TO PAY THE SAME,
THEN IN CASE OF A SURPLUS, SUCH SURPLUS SHALL BE ACCOUNTED FOR AND PAID OVER TO
PLEDGOR, PROVIDED PLEDGOR BE NOT THEN INDEBTED TO PLEDGEE OTHERWISE UNDER THIS
AGREEMENT OR ANY OTHER AGREEMENT OR FOR ANY CAUSE WHATSOEVER.
AS USED HEREIN,
THE TERM "UCC" SHALL MEAN (I) THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME
TO TIME IN THE STATE OF TEXAS AND (II) IN ANY CASE WHERE MANDATORY CHOICE OR LAW
RULES IN THE TEXAS UNIFORM COMMERCIAL CODE REQUIRE THE APPLICATION OF THE
UNIFORM COMMERCIAL CODE OF ANOTHER JURISDICTION, THE UNIFORM COMMERCIAL CODE OF
SUCH OTHER JURISDICTION AS IN EFFECT FROM TIME TO TIME.
16.
IN VIEW OF THE POSITION OF PLEDGOR IN RELATION TO THE COLLATERAL,
OR BECAUSE OF OTHER CURRENT OR FUTURE CIRCUMSTANCES, A QUESTION MAY ARISE UNDER
THE SECURITIES ACT OF 1933, AS NOW OR HEREAFTER IN EFFECT, OR ANY SIMILAR
STATUTE IN ANY OTHER JURISDICTION OR HEREAFTER ENACTED ANALOGOUS IN PURPOSE OR
EFFECT (SUCH ACT AND ANY SUCH SIMILAR STATUTE AS FROM TIME TO TIME IN EFFECT
BEING CALLED THE "SECURITIES LAWS") WITH RESPECT TO ANY DISPOSITION OF THE
COLLATERAL PERMITTED HEREUNDER.
PLEDGOR UNDERSTANDS THAT COMPLIANCE WITH THE
SECURITIES LAWS MIGHT VERY STRICTLY LIMIT THE COURSE OF CONDUCT OF PLEDGEE IF
PLEDGEE WERE TO ATTEMPT TO DISPOSE OF ALL OR ANY PART OF THE COLLATERAL, AND
MIGHT ALSO LIMIT THE EXTENT TO WHICH OR THE MANNER IN WHICH ANY SUBSEQUENT
TRANSFEREE OF ANY COLLATERAL COULD DISPOSE OF THE SAME.
SIMILARLY, THERE MAY BE
OTHER LEGAL RESTRICTIONS OR LIMITATIONS AFFECTING PLEDGEE IN ANY ATTEMPT TO
DISPOSE OF ALL OR PART OF THE COLLATERAL UNDER APPLICABLE BLUE SKY OR OTHER
STATE SECURITIES LAWS OR SIMILAR LAWS ANALOGOUS IN PURPOSE OR EFFECT.
PLEDGOR
RECOGNIZES THAT IN LIGHT OF SUCH RESTRICTIONS AND LIMITATIONS PLEDGEE MAY, WITH
RESPECT TO ANY SALE OF THE COLLATERAL, LIMIT THE PURCHASERS TO THOSE WHO WILL
AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH COLLATERAL FOR THEIR OWN ACCOUNT, FOR
INVESTMENT, AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
PLEDGOR
ACKNOWLEDGES AND AGREES THAT IN LIGHT OF SUCH RESTRICTIONS AND LIMITATIONS,
PLEDGEE, IN ITS SOLE AND ABSOLUTE DISCRETION, (A) MAY PROCEED TO MAKE SUCH A
SALE WHETHER OR NOT A REGISTRATION STATEMENT FOR THE