REASONABLE NOTIFICATION. THE
SECURED PARTY SHALL NOT
6
BE OBLIGATED TO MAKE ANY SALE OF PLEDGED COLLATERAL REGARDLESS OF NOTICE OF SALE
HAVING BEEN GIVEN. THE SECURED PARTY MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM
TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE
MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO
ADJOURNED. EACH PLEDGOR RECOGNIZES THAT THE SECURED PARTY MAY BE COMPELLED TO
RESORT TO ONE OR MORE PRIVATE SALES OF THE PLEDGED COLLATERAL TO A RESTRICTED
GROUP OF PURCHASERS WHO WILL BE OBLIGED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE
SUCH SECURITIES, SHARES, CAPITAL STOCK, MEMBER INTERESTS, PARTNERSHIP INTERESTS,
INVESTMENT PROPERTY OR OWNERSHIP INTERESTS FOR THEIR OWN ACCOUNT FOR INVESTMENT
AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
(B)
THE PROCEEDS OF ANY COLLECTION, SALE OR OTHER
DISPOSITION OF THE PLEDGED COLLATERAL, OR ANY PART THEREOF, SHALL, AFTER THE
SECURED PARTY HAS MADE ALL DEDUCTIONS OF EXPENSES, INCLUDING BUT NOT LIMITED TO
ATTORNEYS' FEES (INCLUDING THE ALLOCATED COSTS OF STAFF COUNSEL) AND OTHER
EXPENSES INCURRED IN CONNECTION WITH REPOSSESSION, COLLECTION, SALE OR
DISPOSITION OF SUCH PLEDGED COLLATERAL OR IN CONNECTION WITH THE ENFORCEMENT OF
THE SECURED PARTY'S RIGHTS WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING IN
ANY INSOLVENCY, BANKRUPTCY OR REORGANIZATION PROCEEDINGS, BE APPLIED AGAINST THE
SECURED OBLIGATIONS, WHETHER OR NOT ALL THE SAME BE THEN DUE AND PAYABLE, AS
PROVIDED IN THE SECURED NOTE INDENTURE.
8.
SECURED PARTY'S DUTIES.
THE POWERS CONFERRED ON THE SECURED PARTY HEREUNDER ARE SOLELY TO PROTECT ITS
INTEREST (ON BEHALF OF ITSELF, THE TRUSTEE AND THE NOTEHOLDERS) IN THE PLEDGED
COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE CUSTODY OF ANY PLEDGED COLLATERAL IN ITS POSSESSION AND THE
ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT HEREUNDER, THE SECURED PARTY SHALL
HAVE NO DUTY AS TO ANY PLEDGED COLLATERAL OR AS TO THE TAKING OF ANY NECESSARY
STEPS TO PRESERVE RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING TO
ANY PLEDGED COLLATERAL.
9.
ADDITIONAL PLEDGORS.
IT IS ANTICIPATED THAT ADDITIONAL PERSONS MAY FROM TIME TO TIME BECOME
SUBSIDIARIES OF THE ISSUER OR A GUARANTOR, EACH OF WHOM WILL BE REQUIRED TO JOIN
THIS AGREEMENT AS A PLEDGOR HEREUNDER TO THE EXTENT THAT SUCH NEW SUBSIDIARY
OWNS EQUITY INTERESTS IN ANY OTHER PERSON THAT IS A RESTRICTED SUBSIDIARY. IT IS
ACKNOWLEDGED AND AGREED THAT SUCH NEW SUBSIDIARIES OF THE ISSUER OR OF A
GUARANTOR MAY BECOME PLEDGORS HEREUNDER AND WILL BE BOUND HEREBY SIMPLY BY
EXECUTING AND DELIVERING TO THE SECURED PARTY A SUPPLEMENTAL INDENTURE (AS
DEFINED IN THE SECURED NOTE INDENTURE) AND A JOINDER AGREEMENT IN THE FORM OF
EXHIBIT A TO THE SECURITY AGREEMENT. NO NOTICE OF THE ADDITION OF ANY PLEDGOR
SHALL BE REQUIRED TO BE GIVEN TO ANY PRE-EXISTING PLEDGOR, AND EACH PLEDGOR
HEREBY CONSENTS THERETO.
10.
NO WAIVER; CUMULATIVE REMEDIES.
No failure to exercise, and no delay in exercising,