for Pledgor, with full power to exercise or to
refrain from exercising any and all voting rights attributable to the Pledged
Securities upon the occurrence and during the continuance of any such Event of
Default.
The foregoing appointment and power, being coupled with an interest,
are irrevocable until the Obligations (other than contingent indemnification
Obligations for claims which have not been asserted) have been fully and
irreversibly satisfied.
8.
REMEDIES UPON DEFAULT.
(A)
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, LENDER SHALL HAVE ALL
OF THE RIGHTS, POWERS, PRIVILEGES, OPTIONS AND REMEDIES OF A SECURED PARTY UNDER
THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF TENNESSEE, AND WITHOUT
LIMITING THE FOREGOING, LENDER MAY (1) COLLECT ANY AND ALL AMOUNTS PAYABLE IN
RESPECT OF THE PLEDGED SECURITIES AND EXERCISE ANY AND ALL RIGHTS, POWERS,
PRIVILEGES, OPTIONS AND REMEDIES OF THE HOLDER AND OWNER THEREOF, AND (2) SELL,
TRANSFER OR NEGOTIATE THE PLEDGED SECURITIES, OR ANY PART THEREOF, AT PUBLIC OR
PRIVATE SALE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY AS LENDER SHALL DEEM
APPROPRIATE, INCLUDING WITHOUT LIMITATION, AT LENDER'S OPTION, THE PURCHASE OF
ALL OR ANY PART OF THE PLEDGED SECURITIES AT ANY PUBLIC SALE BY LENDER.
UPON
CONSUMMATION OF ANY SALE, LENDER SHALL HAVE THE RIGHT TO ASSIGN, TRANSFER AND
DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE PLEDGED SECURITIES SO SOLD.
EACH SUCH PURCHASER AT ANY SUCH SALE SHALL HOLD THE PROPERTY SOLD ABSOLUTELY,
FREE FROM ANY CLAIM OR RIGHT ON THE PART OF PLEDGOR, AND PLEDGOR HEREBY WAIVES
(TO THE EXTENT PERMITTED BY LAW) ALL RIGHTS OF REDEMPTION, STAY OR APPRAISAL
THAT PLEDGOR NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW
OR STATUTE NOW EXISTING OR HEREINAFTER ENACTED.
PLEDGOR HEREBY EXPRESSLY WAIVES
NOTICE TO REDEEM AND NOTICE OF THE TIME, PLACE AND MANNER OF SUCH SALE, EXCEPT
TO THE EXTENT NOTICE OF SALE IS BE REQUIRED BY LAW.
(B)
PLEDGOR RECOGNIZES THAT, BY REASON OF CERTAIN PROHIBITIONS CONTAINED
IN THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE
STATE SECURITIES LAWS, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS
(INCLUDING WITHOUT LIMITATION THE RULES AND REGULATIONS OF ANY BANK REGULATORY
AUTHORITY), LENDER MAY BE COMPELLED, WITH RESPECT TO ANY SALE OF ALL OR ANY PART
OF THE PLEDGED SECURITIES, TO LIMIT PURCHASERS TO THOSE WHO AGREE, AMONG OTHER
THINGS, TO ACQUIRE SUCH PLEDGED SECURITIES FOR THEIR OWN ACCOUNT, FOR INVESTMENT
AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
PLEDGOR ACKNOWLEDGES
THAT ANY SUCH PRIVATE SALES MAY BE AT PRICES AND ON TERMS LESS FAVORABLE THAN
THOSE OBTAINABLE THROUGH A PUBLIC SALE WITHOUT SUCH RESTRICTIONS (INCLUDING,
WITHOUT LIMITATION, A PUBLIC OFFERING MADE PURSUANT TO A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT), AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, PLEDGOR
AGREES THAT ANY SUCH PRIVATE SALE SHALL BE DEEMED TO HAVE BEEN MADE IN A
COMMERCIALLY REASONABLE MANNER AND THAT LENDER SHALL HAVE NO OBLIGATION TO
ENGAGE IN PUBLIC SALES AND NO OBLIGATION TO DELAY