THEREOF, AT SUCH PRIVATE SALE OR SALES, LENDER SHALL HAVE THE RIGHT TO
RELY UPON THE ADVICE AND OPINION OF ANY MEMBER FIRM OF THE NATIONAL SECURITY
EXCHANGE AS TO THE BEST PRICE REASONABLY OBTAINABLE UPON SUCH PRIVATE SALE
THEREOF; AND (II) THAT SUCH RELIANCE SHALL BE CONCLUSIVE EVIDENCE THAT LENDER
HANDLED SUCH MATTER IN A COMMERCIALLY REASONABLE MANNER UNDER THE UCC.
(E)
IN ORDER TO PERMIT LENDER TO EXERCISE THE VOTING AND OTHER
CONSENSUAL RIGHTS WHICH IT MAY BE ENTITLED TO EXERCISE PURSUANT TO THIS
AGREEMENT AND TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS WHICH IT MAY BE
ENTITLED TO RECEIVE UNDER THIS AGREEMENT, (I) BORROWER SHALL PROMPTLY EXECUTE
AND DELIVER (OR CAUSE TO BE EXECUTED AND DELIVERED) TO LENDER ALL SUCH PROXIES,
DIVIDEND PAYMENT ORDERS AND OTHER INSTRUMENTS AS LENDER MAY FROM TIME TO TIME
REASONABLY REQUEST AND (II) WITHOUT LIMITING THE EFFECT OF THE IMMEDIATELY
PRECEDING CLAUSE (I), BORROWER HEREBY GRANTS TO LENDER AN IRREVOCABLE PROXY TO
VOTE THE PLEDGED INTERESTS AND OTHER EQUITY INTERESTS PLEDGED BY BORROWER AND TO
EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF
THE PLEDGED INTERESTS OR OTHER EQUITY INTERESTS WOULD BE ENTITLED (INCLUDING
WITHOUT LIMITATION GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
MEMBERS OR PARTNERS, AS APPLICABLE, CALLING SPECIAL MEETINGS OF SHAREHOLDERS,
MEMBERS OR PARTNERS, AS APPLICABLE, AND VOTING AT SUCH MEETINGS), WHICH PROXY
SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY PLEDGED INTERESTS ON THE RECORD BOOKS OF THE
ISSUER THEREOF) BY ANY OTHER PERSON (INCLUDING THE ISSUER OF THE PLEDGED
INTERESTS OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT AND WHICH PROXY SHALL ONLY TERMINATE UPON THE
PAYMENT IN FULL OF THE DEBT OTHER THAN THE SURVIVING OBLIGATIONS (WHICH,
HOWEVER, SHALL REMAIN SUBJECT TO
38
THE PREFERENTIAL PAYMENT PROVISIONS).
(F)
ANY TIME AFTER AN EVENT OF DEFAULT LENDER SHALL HAVE THE POWER TO
SELL THE COLLATERAL OR ANY PART THEREOF AT PUBLIC AUCTION, IN SUCH MANNER, AT
SUCH TIME AND PLACE, UPON SUCH TERMS AND CONDITIONS, AND UPON SUCH PUBLIC NOTICE
AS LENDER MAY DEEM BEST FOR THE INTEREST OF LENDER, OR AS MAY BE REQUIRED OR
PERMITTED BY APPLICABLE LAW, CONSISTING OF ADVERTISEMENT IN A NEWSPAPER OF
GENERAL CIRCULATION IN THE JURISDICTION AND FOR SUCH PERIOD AS APPLICABLE LAW
MAY REQUIRE AND AT SUCH OTHER TIMES AND BY SUCH OTHER METHODS, IF ANY, AS MAY BE
REQUIRED BY LAW TO CONVEY THE COLLATERAL TO AND AT THE COST OF THE PURCHASER,
WHO SHALL NOT BE LIABLE TO SEE TO THE APPLICATION OF THE PURCHASE MONEY.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT, THE PROCEEDS OR AVAILS OF ANY SALE MADE UNDER OR BY VIRTUE OF THIS
SECTION, TOGETHER WITH ANY OTHER SUMS WHICH THEN MAY BE HELD BY LENDER UNDER
THIS AGREEMENT, WHETHER UNDER THE PROVISIONS OF THIS SECTION OR OTHERWISE, SHALL
BE APPLIED AS FOLLOWS:
First:
To the