NOMINEE OR NOMINEES, OR DESIGNEE OR DESIGNEES, OF THE PLEDGEE; AND/OR (II) SELL,
RESELL, ASSIGN AND DELIVER, IN ITS SOLE DISCRETION, ANY OR ALL OF THE COLLATERAL
(IN ONE OR MORE PORTIONS AND AT THE SAME OR DIFFERENT TIMES) AND ALL RIGHT,
TITLE AND INTEREST, CLAIM AND DEMAND THEREIN AND RIGHT OF REDEMPTION THEREOF, AT
PUBLIC OR PRIVATE SALE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY, AND IN
CONNECTION THEREWITH THE PLEDGEE MAY IMPOSE REASONABLE
D-10
conditions such as requiring any purchaser to represent that any "securities"
constituting any part of the Collateral are being purchased for investment only,
the Pledgors hereby waiving and releasing any and all equity or right of
redemption.
If all or any of the Collateral is sold by the Pledgee upon credit
or for future delivery, the Pledgee and the other Secured Parties shall not be
liable for the failure of the purchaser to purchase or pay for the same and, in
the event of any such failure, the Pledgee may resell such Collateral.
It is
expressly agreed that Pledgee may exercise its rights with respect to less than
all of the Collateral, leaving unexercised its rights with respect to the
remainder of the Collateral, provided, however, that such partial exercise shall
in no way restrict or jeopardize Pledgee's right to exercise its rights with
respect to all or any other portion of the Collateral at a later time or times.
THE PLEDGEE MAY EXERCISE, EITHER BY ITSELF OR BY ITS NOMINEE OR DESIGNEE, IN THE
NAME OF ANY PLEDGOR, ALL OF THE RIGHTS, POWERS AND REMEDIES GRANTED TO THE
PLEDGEE IN THE PLEDGED INTERESTS, AND MAY EXERCISE AND ENFORCE ALL OF THE
PLEDGEE'S RIGHTS AND REMEDIES HEREUNDER AND UNDER LAW.
SUCH RIGHTS AND REMEDIES
SHALL INCLUDE, WITHOUT LIMITATION, THE RIGHT TO EXERCISE ALL VOTING, CONSENT,
MANAGERIAL AND OTHER RIGHTS RELATING TO THE PLEDGED INTERESTS IN QUESTION,
WHETHER IN THE RELATED PLEDGOR'S NAME OR OTHERWISE.
THE PLEDGORS HEREBY, IN THE NAME OF EACH PLEDGOR OR OTHERWISE, AUTHORIZE AND
EMPOWER THE PLEDGEE AND ASSIGN AND TRANSFER UNTO THE PLEDGEE, AND CONSTITUTE AND
APPOINT THE PLEDGEE ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, AND AS ITS AGENT,
IRREVOCABLY, WITH FULL POWER OF SUBSTITUTION FOR IT AND IN ITS NAME, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (I) TO EXERCISE
AND ENFORCE EVERY RIGHT, POWER, REMEDY, AUTHORITY, OPTION AND PRIVILEGE OF ANY
OF THE PLEDGORS, INCLUDING ANY POWER TO SUBORDINATE, TERMINATE, CANCEL OR MODIFY
ANY DOCUMENTS LISTED ON SCHEDULE III HERETO, OR TO GIVE ANY NOTICES, OR TO TAKE
ANY ACTION RESULTING IN SUCH SUBORDINATION, TERMINATION, CANCELLATION OR
MODIFICATION AND (II) IN ORDER TO MORE FULLY VEST IN THE PLEDGEE THE RIGHTS AND
REMEDIES PROVIDED FOR HEREIN, TO EXERCISE ALL OF THE RIGHTS, REMEDIES AND POWERS
GRANTED TO THE PLEDGEE IN THIS AGREEMENT, AND THE PLEDGORS FURTHER AUTHORIZE AND
EMPOWER THE PLEDGEE, AS THEIR ATTORNEY-IN-FACT, AND AS THEIR AGENT, IRREVOCABLY,
WITH FULL POWER OF SUBSTITUTION FOR THEM AND IN THEIR NAMES, TO GIVE