RESALE
THEREOF.
BORROWER ACKNOWLEDGES AND AGREES THAT ANY SUCH PRIVATE SALE MAY RESULT
IN PRICES AND OTHER TERMS LESS FAVORABLE TO LENDER THAN IF SUCH SALE WERE A
PUBLIC SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH
PRIVATE SALE SHALL NOT BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY
UNREASONABLE MANNER SOLELY BY VIRTUE OF BEING A PRIVATE SALE.
LENDER SHALL BE
UNDER NO OBLIGATION TO DELAY A SALE OF ANY OF THE PLEDGED INTERESTS FOR THE
PERIOD OF TIME NECESSARY TO PERMIT MORTGAGE BORROWER OR BORROWER TO REGISTER
SUCH SECURITIES FOR PUBLIC SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF MORTGAGE BORROWER OR BORROWER
WOULD AGREE TO DO SO.
(B)
BORROWER FURTHER SHALL USE ITS BEST EFFORTS TO DO OR CAUSE TO BE
DONE ALL SUCH OTHER ACTS AS MAY BE REASONABLY NECESSARY TO MAKE ANY SALE OR
SALES OF ALL OR ANY PORTION OF THE PLEDGED INTERESTS PURSUANT TO THIS SECTION 10
VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL OTHER REQUIREMENTS OF
APPLICABLE LAW.
BORROWER FURTHER AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN THIS SECTION 10 WILL CAUSE IRREPARABLE INJURY TO LENDER, THAT
LENDER HAS NO
ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH AND, AS A CONSEQUENCE, THAT
EACH AND EVERY COVENANT CONTAINED IN THIS SECTION 10 SHALL BE SPECIFICALLY
ENFORCEABLE AGAINST BORROWER, AND BORROWER HEREBY WAIVES AND AGREES NOT TO
ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS
EXCEPT FOR A DEFENSE THAT NO EVENT OF DEFAULT HAS OCCURRED UNDER THE LOAN
AGREEMENT, OR ANY DEFENSE RELATING TO LENDER'S WILLFUL MISCONDUCT, BAD FAITH OR
GROSS NEGLIGENCE.
(C)
LENDER SHALL NOT INCUR ANY LIABILITY AS A RESULT OF THE SALE OF
ANY COLLATERAL, OR ANY PART THEREOF, AT ANY PRIVATE SALE CONDUCTED IN A
COMMERCIALLY REASONABLE MANNER, IT BEING AGREED THAT SOME OR ALL OF THE
COLLATERAL IS OR MAY BE OF ONE OR MORE TYPES THAT THREATEN TO DECLINE SPEEDILY
IN VALUE AND THAT ARE NOT CUSTOMARILY SOLD IN A RECOGNIZED MARKET.
TO THE
EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ANY CLAIMS AGAINST
LENDER ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY OF THE
COLLATERAL MAY HAVE BEEN SOLD AT SUCH A PRIVATE SALE WAS LESS THAN THE PRICE
WHICH MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE OR WAS LESS THAN THE AGGREGATE
AMOUNT OF THE DEBT, EVEN IF LENDER ACCEPTS THE FIRST OFFER RECEIVED AND DOES NOT
OFFER ANY COLLATERAL TO MORE THAN ONE OFFEREE, PROVIDED THAT LENDER HAS ACTED IN
A COMMERCIALLY REASONABLE MANNER IN CONDUCTING SUCH PRIVATE SALE.
(D)
SECTION 9-610 OF THE CODE STATES THAT LENDER IS ABLE TO PURCHASE
THE PLEDGED INTERESTS ONLY IF THEY ARE SOLD AT A PUBLIC SALE.
LENDER HAS
ADVISED BORROWER THAT SEC STAFF PERSONNEL HAVE ISSUED VARIOUS NO-ACTION LETTERS
DESCRIBING PROCEDURES WHICH, IN THE VIEW OF THE SEC STAFF, PERMIT A FORECLOSURE
SALE OF SECURITIES