THEREOF IN VIOLATION OF THE SECURITIES ACT.
THE PLEDGOR AGREES THAT THE SECURED PARTY SHALL NOT INCUR ANY LIABILITY, AND ANY
LIABILITY OF THE PLEDGOR FOR ANY DEFICIENCY SHALL NOT BE IMPAIRED, AS A RESULT
OF THE SALE OF THE COLLATERAL OR ANY PORTION THEREOF AT ANY SUCH PRIVATE SALE IN
A MANNER THAT IS COMMERCIALLY REASONABLE (WITHIN THE MEANING OF SECTION 9-610 OF
THE UNIFORM COMMERCIAL CODE).
7
THE PLEDGOR HEREBY WAIVES ANY CLAIMS AGAINST THE SECURED PARTY ARISING BY REASON
OF THE FACT THAT THE PRICE AT WHICH THE COLLATERAL MAY HAVE BEEN SOLD AT SUCH
SALE WAS LESS THAN THE PRICE THAT MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE OR
WAS LESS THAN THE AGGREGATE AMOUNT OF THE OBLIGATIONS, EVEN IF THE SECURED PARTY
SHALL ACCEPT THE FIRST OFFER RECEIVED AND DOES NOT OFFER ANY PORTION OF THE
COLLATERAL TO MORE THAN ONE POSSIBLE PURCHASER.
THE PLEDGOR FURTHER AGREES THAT
THE SECURED PARTY HAS NO OBLIGATION TO DELAY SALE OF ANY COLLATERAL FOR THE
PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER OF SUCH COLLATERAL TO QUALIFY OR
REGISTER SUCH COLLATERAL FOR PUBLIC SALE UNDER THE SECURITIES ACT, APPLICABLE
BLUE SKY LAWS AND OTHER APPLICABLE STATE AND FEDERAL SECURITIES LAWS, EVEN IF
SAID ISSUER WOULD AGREE TO DO SO.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE PROVISIONS OF THIS SECTION WOULD APPLY IF, FOR EXAMPLE, THE
SECURED PARTY WERE TO PLACE ALL OR ANY PORTION OF THE COLLATERAL FOR PRIVATE
PLACEMENT BY AN INVESTMENT BANKING FIRM, OR IF SUCH INVESTMENT BANKING FIRM
PURCHASED ALL OR ANY PORTION OF THE COLLATERAL FOR ITS OWN ACCOUNT, OR IF THE
SECURED PARTY PLACED ALL OR ANY PORTION OF THE COLLATERAL PRIVATELY WITH A
PURCHASER OR PURCHASERS.
SECTION 14.
COSTS AND EXPENSES; INDEMNITY.
THE PLEDGOR WILL PAY OR
REIMBURSE THE SECURED PARTY ON DEMAND FOR ALL REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING IN EACH CASE ALL FILING AND RECORDING FEES AND TAXES AND ALL
REASONABLE FEES AND EXPENSES OF COUNSEL AND OF ANY EXPERTS AND AGENTS) INCURRED
BY THE SECURED PARTY OR ANY LENDER IN CONNECTION WITH THE CREATION, PERFECTION,
PROTECTION, SATISFACTION, FORECLOSURE OR ENFORCEMENT OF THE SECURITY INTEREST
AND THE PREPARATION, ADMINISTRATION, CONTINUANCE, AMENDMENT OR ENFORCEMENT OF
THIS AGREEMENT, AND ALL SUCH COSTS AND EXPENSES SHALL BE PART OF THE OBLIGATIONS
SECURED BY THE SECURITY INTEREST.
THE PLEDGOR SHALL INDEMNIFY AND HOLD THE
SECURED PARTY AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) GROWING OUT OF OR
RESULTING FROM THIS AGREEMENT (INCLUDING ENFORCEMENT OF THIS AGREEMENT) OR THE
SECURED PARTY'S OR ANY LENDER'S ACTIONS PURSUANT HERETO, EXCEPT CLAIMS, LOSSES
OR LIABILITIES RESULTING FROM THE SECURED PARTY'S OR SUCH LENDER'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL JUDGMENT OF A COURT OF
COMPETENT JURISDICTION.
ANY LIABILITY OF THE PLEDGOR TO INDEMNIFY AND HOLD THE
SECURED PARTY OR EACH LENDER HARMLESS PURSUANT TO THE PRECEDING SENTENCE SHALL
BE PART OF THE OBLIGATIONS SECURED BY THE SECURITY INTEREST.
THE