BELOW) TO OR
UPON ANY PLEDGOR, THE BORROWER, THE ISSUERS OR ANY OTHER PERSON (ALL AND EACH OF
WHICH DEMANDS, DEFENSES, ADVERTISEMENTS AND NOTICES ARE HEREBY WAIVED), MAY IN
SUCH CIRCUMSTANCES FORTHWITH COLLECT, RECEIVE, APPROPRIATE AND REALIZE UPON THE
PLEDGED COLLATERAL, OR ANY PART THEREOF, AND/OR MAY FORTHWITH SELL, ASSIGN, GIVE
OPTION OR OPTIONS TO PURCHASE OR OTHERWISE DISPOSE OF AND DELIVER THE PLEDGED
COLLATERAL OR ANY PART THEREOF (OR CONTRACT TO DO ANY OF THE FOREGOING), IN ONE
OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, IN THE OVER-THE-COUNTER
MARKET, AT ANY EXCHANGE, BROKER'S BOARD OR OFFICE OF THE LENDER OR ELSEWHERE
UPON SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH PRICES AS IT
MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION
OF ANY CREDIT RISK.
THE LENDER OR ANY LENDER SHALL HAVE THE RIGHT UPON ANY SUCH
PUBLIC SALE OR SALES, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE
SALE OR SALES, TO PURCHASE THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL SO
SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION IN ANY PLEDGOR, WHICH RIGHT OR
EQUITY IS HEREBY WAIVED OR RELEASED.
THE LENDER SHALL APPLY ANY PROCEEDS FROM
TIME TO TIME HELD BY IT AND THE NET PROCEEDS OF ANY SUCH COLLECTION, RECOVERY,
RECEIPT, APPROPRIATION, REALIZATION OR SALE, AFTER DEDUCTING ALL REASONABLE
COSTS AND EXPENSES OF EVERY KIND INCURRED THEREIN OR INCIDENTAL TO THE CARE OR
SAFEKEEPING OF ANY OF THE PLEDGED COLLATERAL OR IN ANY WAY RELATING TO THE
PLEDGED COLLATERAL OR THE RIGHTS OF THE LENDER HEREUNDER, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, TO THE PAYMENT IN
WHOLE OR IN PART OF THE OBLIGATIONS, IN SUCH ORDER AS THE LENDER MAY ELECT, AND
ONLY AFTER SUCH APPLICATION AND AFTER THE PAYMENT BY THE LENDER OF ANY OTHER
AMOUNT REQUIRED BY ANY PROVISION OF LAW, INCLUDING, WITHOUT LIMITATION, SECTION
9-504(1)(C) OF THE CODE, NEED THE LENDER ACCOUNT FOR THE SURPLUS, IF ANY, TO ANY
PLEDGOR.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PLEDGOR WAIVES ALL
CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE LENDER ARISING OUT OF THE
EXERCISE BY THE LENDER OF ANY OF ITS RIGHTS HEREUNDER.
IF ANY NOTICE OF A
PROPOSED SALE OR OTHER DISPOSITION OF PLEDGED COLLATERAL SHALL BE REQUIRED BY
LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE AND PROPER IF GIVEN AT LEAST 10 DAYS
BEFORE SUCH SALE OR OTHER DISPOSITION.
EACH PLEDGOR SHALL REMAIN LIABLE FOR ANY
DEFICIENCY IF THE PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF PLEDGED
COLLATERAL ARE INSUFFICIENT TO PAY THE OBLIGATIONS AND THE REASONABLE AND ACTUAL
FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY THE LENDER TO COLLECT SUCH
DEFICIENCY.
9.
REGISTRATION RIGHTS; PRIVATE SALES.
(A)
IF THE LENDER SHALL DETERMINE TO EXERCISE ITS RIGHT TO SELL ANY OR
ALL OF THE SHARES OF PLEDGED STOCK, ANY OR ALL OF THE PLEDGED LLC INTERESTS, OR
ANY OR ALL OF THE PLEDGED PARTNERSHIP INTERESTS