AVOID
ANY VIOLATION OF APPLICABLE LAW OR IN ORDER TO OBTAIN ANY REQUIRED APPROVAL OF
THE PURCHASER OR PURCHASERS BY ANY THIRD PARTY OR ANY GOVERNMENTAL REGULATORY
AUTHORITY OR OFFICER OR COURT, INCLUDING, WITHOUT LIMITATION, ALL LIMITATIONS
AND RESTRICTIONS IMPOSED BY FEDERAL AND STATE BANKING LAWS AND REGULATIONS.
COMPLIANCE WITH THE FOREGOING SENTENCE SHALL RESULT IN SUCH SALE OR DISPOSITION
BEING CONSIDERED OR DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE
MANNER.
7.7
IN FURTHERANCE OF THE EXERCISE BY LENDER OF
THE RIGHTS AND REMEDIES GRANTED TO IT HEREUNDER, PLEDGOR AGREES THAT, UPON
REQUEST OF LENDER AND AT THE EXPENSE OF PLEDGOR, IT WILL USE ITS BEST EFFORTS TO
OBTAIN ALL THIRD PARTY AND GOVERNMENTAL APPROVALS NECESSARY FOR OR INCIDENTAL TO
THE EXERCISE OF REMEDIES BY LENDER WITH RESPECT TO THE PLEDGED STOCK OR ANY PART
THEREOF, INCLUDING, WITHOUT LIMITATION, APPROVALS FROM THE FRB, THE FDIC AND THE
OCC.
8.
REGISTRATION RIGHTS; PRIVATE SALES.
8.1
IF LENDER SHALL DETERMINE TO EXERCISE ITS
RIGHT TO SELL ANY OR ALL OF THE PLEDGED STOCK PURSUANT TO SECTION 7 HEREOF, AND
IF IN THE OPINION OF LENDER IT IS NECESSARY OR ADVISABLE TO HAVE THE PLEDGED
STOCK, OR THAT PORTION THEREOF TO BE SOLD, REGISTERED UNDER THE PROVISIONS OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), PLEDGOR WILL
CAUSE THE ISSUER OF THE PLEDGED STOCK TO (A) EXECUTE AND DELIVER, AND CAUSE TO
BE DONE ALL SUCH OTHER ACTS, AS MAY BE, IN THE OPINION OF LENDER, NECESSARY OR
ADVISABLE TO REGISTER THE PLEDGED STOCK, OR THAT PORTION THEREOF TO BE SOLD,
UNDER THE PROVISIONS OF THE SECURITIES ACT, (B) USE ITS BEST EFFORTS TO CAUSE
THE REGISTRATION STATEMENT RELATING THERETO TO BECOME EFFECTIVE AND TO REMAIN
EFFECTIVE FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF THE FIRST PUBLIC
OFFERING OF THE PLEDGED STOCK, OR THAT PORTION THEREOF TO BE SOLD, AND (C) MAKE
ALL AMENDMENTS THERETO AND/OR TO THE RELATED PROSPECTUS WHICH, IN THE OPINION OF
LENDER, ARE NECESSARY OR ADVISABLE, ALL IN CONFORMITY WITH THE REQUIREMENTS OF
THE SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SEC APPLICABLE THERETO.
PLEDGOR AGREES TO CAUSE SUCH ISSUER TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES OR "BLUE SKY" LAWS OF ANY AND ALL JURISDICTIONS WHICH LENDER SHALL
DESIGNATE AND TO MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS PRACTICABLE,
AN EARNINGS STATEMENT (WHICH NEED NOT BE AUDITED) WHICH WILL SATISFY THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT.
7
8.2
PLEDGOR HEREBY ACKNOWLEDGES THAT,
NOTWITHSTANDING THAT A HIGHER PRICE MIGHT BE OBTAINED FOR THE PLEDGED STOCK AT A
PUBLIC SALE THAN AT A PRIVATE SALE OR SALES, THE MAKING OF A PUBLIC SALE OF THE
PLEDGED STOCK MAY BE SUBJECT TO REGISTRATION REQUIREMENTS AND OTHER LEGAL
RESTRICTIONS COMPLIANCE WITH WHICH COULD REQUIRE SUCH ACTIONS ON THE PART OF
PLEDGOR, COULD ENTAIL SUCH EXPENSES AND COULD SUBJECT LENDER AND ANY UNDERWRITER
THROUGH WHOM THE PLEDGED STOCK MAY BE SOLD AND ANY CONTROLLING PERSON