MADE AT THE TIME AND PLACE TO WHICH IT WAS SO
ADJOURNED.
(E)
EACH PLEDGOR RECOGNIZES THAT IN LIGHT OF RESTRICTIONS AND
LIMITATIONS UNDER FEDERAL AND STATE SECURITIES LAWS, LENDER MAY, WITH RESPECT TO
ANY SALE OF PLEDGED COLLATERAL, AND TO THE EXTENT COMMERCIALLY REASONABLE, LIMIT
THE PURCHASERS TO THOSE WHO WILL AGREE TO ACQUIRE PLEDGED COLLATERAL FOR THEIR
OWN ACCOUNT, FOR INVESTMENT, AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE
THEREOF.
EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT LENDER, IN A COMMERCIALLY
REASONABLE MANNER: (I) MAY PROCEED TO MAKE A SALE WITHOUT FILING A REGISTRATION
STATEMENT FOR THE PURPOSE OF REGISTERING THE PLEDGED COLLATERAL UNDER THE
FEDERAL OR STATE SECURITIES LAWS; AND (II) MAY APPROACH AND NEGOTIATE WITH ANY
ONE OR MORE POSSIBLE PURCHASERS TO EFFECT SUCH SALE.
EACH PLEDGOR ACKNOWLEDGES
AND AGREES THAT ANY SUCH SALE MAY RESULT IN PRICES LESS FAVORABLE TO THE SELLER
THAN IF SUCH SALE WERE A PUBLIC SALE WITHOUT SUCH RESTRICTIONS.
LENDER SHALL
INCUR NO RESPONSIBILITY OR LIABILITY FOR SELLING ALL OR ANY PART OF THE PLEDGED
COLLATERAL AT A PRICE THAT LENDER, IN A COMMERCIALLY REASONABLE MANNER, MAY IN
GOOD FAITH DEEM REASONABLE UNDER THE CIRCUMSTANCES.
THE PROVISIONS OF THIS
SECTION WILL APPLY NOTWITHSTANDING THE EXISTENCE OF A PUBLIC OR PRIVATE MARKET
UPON WHICH THE QUOTATIONS OR SALES PRICES MAY EXCEED SUBSTANTIALLY THE PRICE AT
WHICH LENDER SELLS.
(F)
ALL PAYMENTS MADE UNDER OR IN RESPECT OF THE PLEDGED COLLATERAL
AND RECEIVED BY LENDER AS PLEDGED COLLATERAL IN ACCORDANCE WITH THE PROVISIONS
HEREOF MAY, IN LENDER'S SOLE DISCRETION, BE HELD AS PLEDGED COLLATERAL FOR, AND
THEN OR AS SOON THEREAFTER AS IS REASONABLY PRACTICABLE, APPLIED IN WHOLE OR IN
PART FOR THE BENEFIT OF LENDER, AGAINST ALL OR ANY PART OF THE NOTE IN
ACCORDANCE WITH THE TERMS OF THE NOTE.
ANY SURPLUS OF SUCH PAYMENTS HELD BY
LENDER AND REMAINING AFTER PAYMENT IN FULL OF ALL THE NOTE SHALL BE PAID OVER TO
PLEDGORS OR TO WHOMSOEVER ELSE MAY BE LAWFULLY ENTITLED TO RECEIVE SUCH SURPLUS.
SECTION 8.
LENDER APPOINTED ATTORNEY-IN-FACT.
EACH PLEDGOR HEREBY
APPOINTS LENDER AS SUCH PLEDGOR'S ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE
PLACE AND STEAD OF SUCH PLEDGOR AND IN THE NAME OF SUCH PLEDGOR OR OTHERWISE,
FROM TIME TO TIME IN LENDER'S SOLE DISCRETION AT ANY TIME AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO TAKE ANY AND ALL ACTIONS
AUTHORIZED OR PERMITTED TO BE TAKEN BY LENDER UNDER THIS PLEDGE
5
AGREEMENT OR BY LAW, INCLUDING BUT NOT LIMITED TO THE POWER TO TAKE ANY ACTION
AND TO EXECUTE ANY INSTRUMENT WHICH LENDER, ACTING REASONABLY, MAY DEEM
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS PLEDGE AGREEMENT,
INCLUDING, WITHOUT LIMITATION, TO ASK FOR, DEMAND, COLLECT, SUE FOR, RECOVER,
COMPOUND, RECEIVE AND GIVE RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
CONNECTION WITH THE PLEDGED COLLATERAL, TO RECEIVE, ENDORSE, AND COLLECT ANY
DRAFTS OR OTHER INSTRUMENTS, DOCUMENTS AND CHATTEL PAPER IN CONNECTION
THEREWITH, AND TO FILE