such request shall not of itself be deemed a
failure to exercise reasonable care, and no failure of the Secured Party to
preserve or protect any rights with respect to such Collateral against other
parties or failure of the Secured Party to do any act with respect to the
preservation of such Collateral not so requested by the Pledgor, shall be deemed
a failure to exercise reasonable care in the custody and preservation of the
Collateral.
(c)
Secured Party shall have the right to
enforce one or more remedies hereunder, successively or concurrently, and such
action shall not operate to estop or prevent Secured Party from pursuing any
further remedy which it may have, and any repossession or retaking or sale of
the Collateral pursuant to the terms hereof shall not operate to release Pledgor
until full payment of any deficiency has been made in cash.
(d)
PLEDGOR ACKNOWLEDGES THAT SECURED PARTY
MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ALL OR ANY PART OF THE COLLATERAL AND
MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES (IF PERMISSIBLE UNDER
APPLICABLE LAW) TO A RESTRICTED GROUP OF PURCHASERS WHO WILL BE OBLIGATED TO
AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR THEIR OWN ACCOUNT, FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
PLEDGOR
FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE AT PRICES AND ON TERMS
LESS FAVORABLE
7
THAN THOSE OF PUBLIC SALES, AND AGREES THAT SUCH PRIVATE SALES CONDUCTED BY THE
SECURED PARTY USING COMMERCIALLY REASONABLE PROCEDURES SHALL BE DEEMED TO HAVE
BEEN MADE IN A COMMERCIALLY REASONABLE MANNER AND THAT SECURED PARTY HAS NO
OBLIGATION TO DELAY SALE OF ANY COLLATERAL TO PERMIT THE ISSUER THEREOF TO
REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES ACT.
PLEDGOR AGREES THAT
SECURED PARTY SHALL BE PERMITTED TO TAKE SUCH ACTIONS AS SECURED PARTY DEEMS
REASONABLY NECESSARY IN DISPOSING OF THE COLLATERAL TO AVOID CONDUCTING A PUBLIC
DISTRIBUTION OF SECURITIES IN VIOLATION OF THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE, AS NOW ENACTED OR AS THE SAME MAY IN THE FUTURE BE AMENDED,
AND ACKNOWLEDGES THAT ANY SUCH ACTIONS SHALL BE COMMERCIALLY REASONABLE.
IN
ADDITION, PLEDGOR AGREES TO EXECUTE, FROM TIME TO TIME, ANY AMENDMENT TO THIS
SECURITY AGREEMENT OR OTHER DOCUMENT AS SECURED PARTY MAY REASONABLY REQUIRE TO
EVIDENCE THE ACKNOWLEDGMENTS AND CONSENTS OF PLEDGOR SET FORTH IN THIS
SECTION 6.
(e)
In order to facilitate the sale or
disposition of the Collateral hereunder following an Event of Default, the
Secured Party is hereby authorized to transfer its rights hereunder to an
affiliated entity or nominee and to exercise its rights hereunder through such
affiliated entity or nominee.
7.
Agreement for Collateral Purposes.
This
Security Agreement is executed and delivered to the Secured Party for collateral
purposes, and constitutes a grant of a security interest only of the rights of
the Pledgor with respect to the Collateral and does not constitute a delegation
of any