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10 <br />a view to the distribution or sale of such Pledged Interests or part thereof. In the event of <br />any such sale, Lender shall incur no responsibility or liability for selling all or any part of <br />the Pledged Interests at a price which Lender may in good faith deem reasonable under <br />the circumstances, notwithstanding the possibility that a substantially higher price might <br />be realized if the sale were deferred until after registration as aforesaid. <br /> <br /> (b) Pledgor further shall use its reasonable efforts, or cause to be done all such <br />other acts as may be reasonably necessary, to make any sale or sales of all or any portion <br />of the Pledged Interests pursuant to this Section 9 valid and binding and in compliance <br />with any and all other requirements of applicable law. Pledgor further agrees that a <br />breach of any of the covenants in this Section 9 will cause irreparable injury to Lender, <br />that Lender has no adequate remedy at law in respect of such breach and, as a <br />consequence, that each and every covenant contained in this Section 9 shall be <br />specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to <br />assert any defenses against an action for specific performance of such covenants except <br />for a defense that no Event of Default has occurred under any of the other Loan <br />Documents. <br /> <br /> (c) Lender shall not incur any liability as a result of the sale of any Collateral, <br />or any part thereof, at any private sale conducted in a commercially reasonable manner, it <br />being agreed that some or all of the Collateral is or may be of one or more types that <br />threaten to decline speedily in value and that are not customarily sold in a recognized <br />market. Pledgor hereby waives any claims against Lender arising by reason of the fact <br />that the price at which any of the Collateral may have been sold at such a private sale was <br />less than the price which might have been obtained at a public sale or was less than the <br />aggregate amount of the Obligations, even if Lender accepts the first offer received and <br />does not offer any Collateral to more than one offeree, provided that Lender has acted in <br />a commercially reasonable manner in conducting such private sale. <br /> <br /> 10. Limitation on Duties Regarding Collateral. Lender's sole duty with <br />respect to the custody, safekeeping and physical preservation of the Collateral in its <br />possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the <br />same manner as Lender deals with similar collateral and property for its own account. <br />Neither Lender nor any of its directors, officers, employees or agents shall be liable for <br />failure to demand, collect or realize upon any of the Collateral or for any delay in doing <br />so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the <br />request of Pledgor otherwise. <br /> <br /> 11. Financing Statements. On the date hereof, Pledgor shall deliver to <br />Lender a UCC-1 financing statement with respect to the Collateral suitable for filing in <br />such jurisdictions as Lender shall request and such other documents or instruments which <br />Lender may reasonably request with respect to the Collateral for the purposes of <br />obtaining or preserving the full benefits of this Agreement and of the rights and powers <br />herein granted. <br /> <br /> 12. Attorney-in-Fact. Without limiting any rights or powers granted by this <br />74