BY
ANY PESON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT
THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE CONTINUANCE
THEREOF.
NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY
7
DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE
FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.
(B)
IF, AT THE ORIGINAL TIME OR TIMES APPOINTED
FOR THE SALE OF THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL, THE HIGHEST
BID, IF THERE BE BUT ONE SALE, SHALL BE INADEQUATE TO DISCHARGE IN FULL ALL THE
SECURED OBLIGATIONS, OR IF THE PLEDGED COLLATERAL BE OFFERED FOR SALE IN LOTS,
IF AT ANY OF SUCH SALES, THE HIGHEST BID FOR THE LOT OFFERED FOR SALE WOULD
INDICATE TO AGENT, IN ITS DISCRETION, THAT THE PROCEEDS OF THE SALES OF THE
WHOLE OF THE PLEDGED COLLATERAL WOULD BE UNLIKELY TO BE SUFFICIENT TO DISCHARGE
ALL THE SECURED OBLIGATIONS, AGENT MAY, ON ONE OR MORE OCCASIONS AND IN ITS
DISCRETION, POSTPONE ANY OF SAID SALES BY PUBLIC ANNOUNCEMENT AT THE TIME OF
SALE OR THE TIME OF PREVIOUS POSTPONEMENT OF SALE, AND NO OTHER NOTICE OF SUCH
POSTPONEMENT OR POSTPONEMENTS OF SALE NEED BE GIVEN, ANY OTHER NOTICE BEING
HEREBY WAIVED; PROVIDED, HOWEVER, THAT ANY SALE OR SALES MADE AFTER SUCH
POSTPONEMENT SHALL BE AFTER TEN (10) DAYS' NOTICE TO PLEDGORS.
(C)
IF, AT ANY TIME WHEN AGENT IN ITS SOLE
DISCRETION DETERMINES, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, THAT, IN CONNECTION WITH ANY ACTUAL OR CONTEMPLATED EXERCISE
OF ITS RIGHTS (WHEN PERMITTED UNDER THIS SECTION 8) TO SELL THE WHOLE OR ANY
PART OF THE PLEDGED SHARES HEREUNDER, IT IS NECESSARY OR ADVISABLE TO EFFECT A
PUBLIC REGISTRATION OF ALL OR PART OF THE PLEDGED COLLATERAL PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED (OR ANY SIMILAR STATUTE THEN IN EFFECT) (THE
"ACT"), PLEDGORS SHALL, IN AN EXPEDITIOUS MANNER, CAUSE THE PLEDGED ENTITIES TO:
(I)
PREPARE AND FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") A REGISTRATION STATEMENT WITH RESPECT TO
THE PLEDGED SHARES AND IN GOOD FAITH USE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND REMAIN EFFECTIVE;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE AND TO COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO
THE SALE OR OTHER DISPOSITION OF THE PLEDGED SHARES COVERED BY SUCH REGISTRATION
STATEMENT WHENEVER AGENT SHALL DESIRE TO SELL OR OTHERWISE DISPOSE OF THE
PLEDGED SHARES;
(III)
FURNISH TO AGENT SUCH NUMBERS OF COPIES OF A
PROSPECTUS AND A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF
THE ACT, AND SUCH OTHER DOCUMENTS AS AGENT MAY REQUEST IN ORDER TO FACILITATE
THE PUBLIC SALE OR OTHER DISPOSITION OF THE PLEDGED SHARES BY AGENT;
(IV)
USE