OF ANY
THEREOF TO SUCH LIABILITIES AS WOULD MAKE THE MAKING OF A PUBLIC SALE OF THE
PLEDGED STOCK IMPRACTICAL. ACCORDINGLY, PLEDGOR HEREBY AGREES THAT PRIVATE SALES
MADE BY LENDER IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7 HEREOF MAY BE AT
PRICES AND ON OTHER TERMS LESS FAVORABLE TO THE SELLER THAN IF THE PLEDGED STOCK
WERE SOLD AT PUBLIC SALE, THAT LENDER SHALL NOT HAVE ANY OBLIGATION TO TAKE ANY
STEPS IN ORDER TO PERMIT THE PLEDGED STOCK TO BE SOLD AT A PUBLIC SALE COMPLYING
WITH THE REQUIREMENTS OF FEDERAL AND STATE SECURITIES AND SIMILAR LAWS, AND THAT
SUCH SALE SHALL NOT BE DEEMED TO BE MADE IN A COMMERCIALLY UNREASONABLE MANNER
SOLELY BECAUSE OF ITS NATURE AS A PRIVATE SALE.
8.3
PLEDGOR FURTHER AGREES TO USE ITS BEST EFFORTS
TO DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AS MAY BE NECESSARY TO MAKE ANY
SALE OR SALES OF ALL OR ANY PORTION OF THE PLEDGED STOCK PURSUANT TO SECTION 7
AND THIS SECTION 8 VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL OTHER
APPLICABLE REQUIREMENTS OF LAW. PLEDGOR FURTHER AGREES THAT A BREACH OF ANY OF
THE COVENANTS CONTAINED IN SECTION 7 AND THIS SECTION 8 WILL CAUSE IRREPARABLE
INJURY TO LENDER, THAT LENDER HAS NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH
BREACH AND, AS A CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN
SECTION 7 AND THIS SECTION 8 SHALL BE SPECIFICALLY ENFORCEABLE AGAINST PLEDGOR,
AND PLEDGOR HEREBY WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES TO THE GRANTING
OF EQUITABLE RELIEF (SUCH AS, WITHOUT LIMITATION, ANY DEFENSE THAT LENDER HAS AN
ADEQUATE REMEDY AT LAW OR THAT LENDER WILL NOT BE IRREPARABLY INJURED) IN ANY
ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS.
9.
LIMITATION ON DUTIES REGARDING PLEDGED
STOCK.
LENDER'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL
PRESERVATION OF THE PLEDGED STOCK IN ITS POSSESSION, UNDER SECTION 9-207 OF THE
UCC OR OTHERWISE, SHALL BE TO DEAL WITH IT IN THE SAME MANNER AS LENDER DEALS
WITH SIMILAR SECURITIES AND PROPERTY FOR ITS OWN ACCOUNT. NEITHER LENDER NOR ANY
OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY GOOD
FAITH FAILURE TO DEMAND, COLLECT OR REALIZE UPON ANY OF THE PLEDGED STOCK OR FOR
ANY DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SEE OR OTHERWISE
DISPOSE OF ANY PLEDGED STOCK OR FOR ANY GOOD FAITH DELAY IN DOING SO OR SHALL BE
UNDER ANY OBLIGATION TO SEE OR OTHERWISE DISPOSE OF ANY PLEDGED STOCK UPON THE
REQUEST OF PLEDGOR OR OTHERWISE.
10.
POWERS COUPLED WITH AN INTEREST.
ALL
AUTHORIZATIONS AND AGENCIES HEREIN CONTAINED WITH RESPECT TO THE PLEDGED STOCK
ARE IRREVOCABLE AND ARE POWERS COUPLED WITH AN INTEREST.
11.
INDEMNIFICATION.
PLEDGOR AGREES TO INDEMNIFY
AND HOLD HARMLESS LENDER (TO THE FULL EXTENT PERMITTED BY LAW) FROM AND AGAINST
ANY AND ALL CLAIMS, DEMANDS, LOSSES, JUDGMENTS, LIABILITIES FOR PENALTIES AND
EXCISE TAXES AND OTHER DAMAGES OF WHATEVER NATURE,