BY EACH PERSON
BIDDING OR PURCHASING AT SUCH SALE RELATING TO THAT PERSON'S ACCESS TO FINANCIAL
INFORMATION ABOUT PLEDGOR AND SUCH PERSON'S INTENTIONS AS TO THE HOLDING OF THE
PLEDGED COLLATERAL SO SOLD FOR INVESTMENT FOR ITS OWN ACCOUNT AND NOT WITH A
VIEW TO THE DISTRIBUTION THEREOF; AND
(D)
AS TO SUCH OTHER MATTERS AS LENDER MAY, IN ITS DISCRETION, DEEM
NECESSARY OR APPROPRIATE IN ORDER THAT SUCH SALE (NOTWITHSTANDING ANY FAILURE SO
TO REGISTER) MAY BE EFFECTED IN COMPLIANCE WITH THE BANKRUPTCY CODE AND OTHER
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS AND THE ACT AND ALL
APPLICABLE STATE SECURITIES LAWS.
(F)
PLEDGOR RECOGNIZES THAT LENDER MAY BE UNABLE TO EFFECT A PUBLIC
SALE OF ANY OR ALL THE PLEDGED COLLATERAL AND MAY BE COMPELLED TO RESORT TO ONE
OR MORE PRIVATE SALES THEREOF IN ACCORDANCE WITH CLAUSE (E) ABOVE.
PLEDGOR ALSO
ACKNOWLEDGES THAT ANY SUCH PRIVATE SALE MAY RESULT IN PRICES AND OTHER TERMS
LESS FAVORABLE TO THE SELLER 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 SUCH SALE BEING PRIVATE.
LENDER SHALL BE UNDER NO OBLIGATION TO DELAY
A SALE OF ANY OF THE PLEDGED COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO
PERMIT THE PLEDGED ENTITY TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE
ACT, OR UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF PLEDGOR AND THE PLEDGED
ENTITY WOULD AGREE TO DO SO.
(G)
PLEDGOR AGREES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
THAT FOLLOWING THE
8
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT IT WILL NOT AT ANY
TIME PLEAD, CLAIM OR TAKE THE BENEFIT OF ANY APPRAISAL, VALUATION, STAY,
EXTENSION, MORATORIUM OR REDEMPTION LAW NOW OR HEREAFTER IN FORCE IN ORDER TO
PREVENT OR DELAY THE ENFORCEMENT OF THIS AGREEMENT, OR THE ABSOLUTE SALE OF THE
WHOLE OR ANY PART OF THE PLEDGED COLLATERAL OR THE POSSESSION THEREOF BY ANY
PURCHASER AT ANY SALE HEREUNDER, AND PLEDGOR WAIVES THE BENEFIT OF ALL SUCH LAWS
TO THE EXTENT IT LAWFULLY MAY DO SO.
PLEDGOR AGREES THAT IT WILL NOT INTERFERE
WITH ANY RIGHT, POWER AND REMEDY OF LENDER PROVIDED FOR IN THIS AGREEMENT OR NOW
OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR BY STATUTE OR OTHERWISE, OR THE
EXERCISE OR BEGINNING OF THE EXERCISE BY LENDER OF ANY ONE OR MORE OF SUCH
RIGHTS, POWERS OR REMEDIES.
NO FAILURE OR DELAY ON THE PART OF LENDER TO
EXERCISE ANY SUCH RIGHT, POWER OR REMEDY AND NO NOTICE OR DEMAND WHICH MAY BE
GIVEN TO OR MADE UPON PLEDGOR BY LENDER WITH RESPECT TO ANY SUCH REMEDIES SHALL
OPERATE AS A WAIVER THEREOF, OR LIMIT OR IMPAIR LENDER'S RIGHT TO TAKE ANY
ACTION OR TO EXERCISE ANY POWER OR REMEDY HEREUNDER, WITHOUT NOTICE OR DEMAND,
OR PREJUDICE ITS RIGHTS AS AGAINST PLEDGOR IN ANY RESPECT.
(H)
PLEDGOR FURTHER AGREES THAT