THE SALE OF ANY OF THE PLEDGED
SECURITIES FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER THEREOF TO
REGISTER SUCH SALE UNDER THE SECURITIES ACT OR UNDER APPLICABLE STATE SECURITIES
LAWS, EVEN IF PLEDGOR WOULD AGREE TO DO SO.
(C)
IF LENDER DETERMINES TO EXERCISE ITS RIGHT TO SELL ANY OR ALL OF
THE PLEDGED SECURITIES, UPON WRITTEN REQUEST, PLEDGOR FROM TIME TO TIME SHALL,
AND SHALL CAUSE EACH ISSUER OF THE PLEDGED SECURITIES TO BE SOLD HEREUNDER TO,
FURNISH TO LENDER ALL SUCH INFORMATION AS LENDER MAY REQUEST IN ORDER TO
DETERMINE THE NUMBER OF SHARES AND OTHER INSTRUMENTS INCLUDED IN THE PLEDGED
SECURITIES THAT MAY BE SOLD BY LENDER AS EXEMPT TRANSACTIONS UNDER THE
SECURITIES ACT AND THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION
THEREUNDER, AS THE SAME ARE FROM TIME TO TIME IN EFFECT.
9.
APPLICATION OF PROCEEDS.
THE PROCEEDS OF THE SALE OF PLEDGED
SECURITIES SOLD PURSUANT TO SECTION 8, AND THE PROCEEDS OF THE EXERCISE OF ANY
OF LENDER'S OTHER REMEDIES HEREUNDER, SHALL BE APPLIED BY LENDER AS FOLLOWS:
First:
To the payment of all out-of-pocket costs and expenses incurred by
Lender in connection with any such sale, including, but not limited to, all
court costs and the reasonable fees and expenses of counsel for Lender in
connection therewith, and
Second:
To the payment in full of the Obligations, in such order of priority as
Lender shall determine, in its sole discretion, and
Third:
The excess, if any, shall be paid to Pledgor or any other person
lawfully thereunto entitled.
10.
REIMBURSEMENT OF LENDER.
PLEDGOR AGREES TO REIMBURSE LENDER, UPON
DEMAND, FOR ALL OUT-OF-POCKET EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEY'S FEES, INCURRED BY IT IN CONNECTION WITH THE ADMINISTRATION AND
ENFORCEMENT OF THIS AGREEMENT, AND AGREES TO INDEMNIFY LENDER AND HOLD IT
HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY INCURRED BY IT HEREUNDER OR IN
CONNECTION HEREWITH, UNLESS SUCH LIABILITY SHALL BE DUE TO WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE ON THE PART OF LENDER.
11.
NO WAIVER.
NO FAILURE ON THE PART OF LENDER TO EXERCISE, AND NO DELAY
IN EXERCISING, ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR
REMEDY BY LENDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR REMEDY.
ALL REMEDIES ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY OTHER REMEDIES PROVIDED BY LAW.
12.
LIMITATION OF LIABILITY.
THE POWERS CONFERRED ON LENDER HEREUNDER ARE
SOLELY TO PROTECT ITS INTERESTS IN THE PLEDGED SECURITIES, AND SHALL NOT IMPOSE
ANY DUTY UPON LENDER TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE EXERCISE OF
REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF THE CERTIFICATES OR OTHER
INSTRUMENTS REPRESENTING PLEDGED SECURITIES IN ITS POSSESSION AND THE ACCOUNTING
FOR MONIES ACTUALLY RECEIVED BY IT HEREUNDER, LENDER SHALL HAVE NO DUTY AS TO
ANY PLEDGED SECURITIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
LENDER SHALL HAVE NO RESPONSIBILITY