ANY
REQUIRED APPROVAL OF THE SALE OR OF THE PURCHASE THEREOF BY ANY GOVERNMENTAL
REGULATORY AUTHORITY OR OFFICIAL AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, PLEDGOR ACKNOWLEDGES AND AGREES THAT PLEDGEE MAY BE UNABLE TO EFFECT
A PUBLIC SALE OF ANY OR ALL THE COLLATERAL BY REASON OF CERTAIN PROHIBITIONS
CONTAINED IN THE FEDERAL SECURITIES LAWS AND APPLICABLE STATE SECURITIES LAWS,
BUT MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES THEREOF TO A
RESTRICTED GROUP OF PURCHASERS WHO WILL BE OBLIGED TO AGREE, AMONG OTHER THINGS,
TO ACQUIRE SUCH SECURITIES FOR THEIR OWN ACCOUNT FOR INVESTMENT AND NOT WITH A
VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
PLEDGOR ACKNOWLEDGES AND AGREES
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.
NOTWITHSTANDING ANY SUCH
CIRCUMSTANCES, PLEDGOR ACKNOWLEDGES AND AGREES THAT SUCH COMPLIANCE SHALL NOT
RESULT IN ANY SUCH PRIVATE SALE FOR SUCH REASON ALONE BEING DEEMED
4
TO HAVE BEEN MADE IN A COMMERCIALLY UNREASONABLE MANNER.
PLEDGEE SHALL NOT BE
LIABLE OR ACCOUNTABLE TO PLEDGOR FOR ANY DISCOUNT ALLOWED BY REASON OF THE FACT
THAT THE COLLATERAL IS SOLD IN COMPLIANCE WITH ANY SUCH LIMITATION OR
RESTRICTION.
PLEDGEE SHALL NOT BE UNDER ANY OBLIGATION TO DELAY A SALE OF ANY
OF THE COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER OF SUCH
SECURITIES TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE FEDERAL
SECURITIES LAWS, OR UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF THE ISSUER
DESIRES, REQUESTS OR WOULD AGREE TO DO SO.
(E)
ANY CASH HELD BY PLEDGEE AS COLLATERAL AND ALL CASH PROCEEDS
RECEIVED BY PLEDGEE IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL MAY, IN THE DISCRETION OF
PLEDGEE, BE HELD BY PLEDGEE AS COLLATERAL FOR THE OBLIGATIONS AND/OR THEN OR AT
ANY TIME THEREAFTER APPLIED, WITHOUT ANY MARSHALLING OF RIGHTS, REMEDIES OR
ASSETS, AND AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO PLEDGEE OR ANY LENDER
HEREUNDER AND, AFTER DEDUCTING ALL REASONABLE COSTS AND EXPENSES OF EVERY KIND
IN CONNECTION WITH THE CARE, SAFEKEEPING, COLLECTION, SALE, DELIVERY OR
OTHERWISE OF ANY OR ALL OF THE COLLATERAL OR IN ANY WAY RELATING TO THE RIGHTS
OF PLEDGEE HEREUNDER (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS), TO THE
PAYMENT OF REDUCTION OF THE OBLIGATIONS.
ANY SURPLUS OF SUCH CASH OR CASH
PROCEEDS HELD BY PLEDGEE AND REMAINING AFTER PAYMENT IN FULL OF ALL THE
OBLIGATIONS SHALL BE PAID OVER TO PLEDGOR OR TO WHOMSOEVER MAY BE LAWFULLY
ENTITLED TO RECEIVE SUCH SURPLUS.
10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF PLEDGOR, PLEDGEE, AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
THIS AGREEMENT MAY BE SOLD, ASSIGNED AND TRANSFERRED BY PLEDGEE,
WHETHER IN ACCORDANCE WITH THE LOAN AGREEMENT OR OTHERWISE, TO ANOTHER PERSON,
FIRM, ASSOCIATION OR CORPORATION, INCLUDING, WITHOUT LIMITATION, ANY LENDER FOR
WHOM PLEDGEE IS ACTING AS AGENT.
11.
APPLICABLE LAW.