AND EXPENSES OF SALE, INCLUDING REASONABLE ATTORNEYS' FEES;
SECOND, TO THE PAYMENT OF THE OBLIGATIONS, IN SUCH ORDER OF PRIORITY AS THE
LENDER SHALL DETERMINE; AND THIRD, ANY REMAINING PROCEEDS SHALL BE PAID TO
PLEDGOR, UNLESS OTHERWISE PROVIDED BY LAW OR DIRECTED BY A COURT OF COMPETENT
JURISDICTION;
C.
PLEDGOR RECOGNIZES THAT THE LENDER MAY BE UNABLE TO EFFECT A PUBLIC SALE
OF ALL OR ANY PART OF THE COLLATERAL BY REASON OF CERTAIN PROHIBITIONS CONTAINED
IN THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER
APPLICABLE LAWS, RULES OR REGULATIONS, BUT MAY BE COMPELLED TO RESORT TO ONE OR
MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO WILL, AMONG OTHER
THINGS, BE OBLIGED TO AGREE TO ACQUIRE THE COLLATERAL OR ANY PART THEREOF FOR
THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR
RESALE THEREOF.
PLEDGOR AGREES THAT PRIVATE SALES SO MADE MAY BE AT PRICES AND
ON TERMS LESS FAVORABLE THAN IF THE COLLATERAL WERE SOLD AT PUBLIC SALES, AND
THAT THE LENDER HAS NO OBLIGATION TO DELAY THE SALE OF ANY COLLATERAL FOR THE
PERIOD OF TIME NECESSARY TO PERMIT THE COLLATERAL TO BE REGISTERED FOR PUBLIC
SALE UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE LAW, RULE OR REGULATION.
PLEDGOR AGREES THAT PRIVATE SALES MADE UNDER THE FOREGOING CIRCUMSTANCES SHALL
BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER; AND
D.
PLEDGOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY RESULTING FROM ANY SALE OF
THE COLLATERAL, OR ANY PART THEREOF, AND SHALL PAY ANY SUCH DEFICIENCY FORTHWITH
ON DEMAND.
(III)
WITHOUT LIMITING ANY OF THE RIGHTS GRANTED TO THE LENDER ELSEWHERE IN
THIS SECURITY AGREEMENT, UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN
EVENT OF DEFAULT, THE LENDER SHALL BE ENTITLED TO (I) EXERCISE THE VOTING POWER
APPURTENANT TO THE COLLATERAL, (II) RECEIVE AND RETAIN AS COLLATERAL SECURITY
FOR THE OBLIGATIONS ANY AND ALL DIVIDENDS OR OTHER DISTRIBUTIONS AT ANY TIME OR
FROM TIME TO TIME DECLARED OR MADE UPON ANY OF THE COLLATERAL (ALL CASH
DIVIDENDS OR OTHER DISTRIBUTIONS PAYABLE IN RESPECT OF THE COLLATERAL WHICH ARE
RECEIVED BY PLEDGOR AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT SHALL BE PAID
DIRECTLY TO THE LENDER AND, IF RECEIVED BY PLEDGOR, SHALL BE RECEIVED IN TRUST
FOR THE BENEFIT OF THE LENDER, SHALL BE SEGREGATED FROM OTHER FUNDS OF PLEDGOR
AND SHALL BE IMMEDIATELY PAID OVER TO THE LENDER AS COLLATERAL IN THE SAME FORM
AS RECEIVED, WITH ANY NECESSARY ENDORSEMENTS), AND (III) EXERCISE ANY AND ALL
RIGHTS OF PAYMENT, CONVERSION, EXCHANGE, SUBSCRIPTION OR OTHER RIGHTS,
PRIVILEGES OR OPTIONS APPURTENANT TO THE COLLATERAL, AS IF THE LENDER WERE THE
ABSOLUTE OWNER THEREOF, INCLUDING WITHOUT LIMITATION THE RIGHT TO EXCHANGE, AT
ITS DISCRETION, ANY AND ALL OF THE COLLATERAL UPON THE MERGER, CONSOLIDATION,
REORGANIZATION,
3
RECAPITALIZATION OR OTHER READJUSTMENT OF PLEDGOR.
UPON THE EXERCISE OF ANY
SUCH RIGHT, PRIVILEGE OR OPTION PERTAINING TO THE COLLATERAL, AND IN CONNECTION
THEREWITH, THE LENDER MAY DELIVER AND