IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
COLLATERAL AGENT SHALL
NOT BE OBLIGATED TO MAKE ANY SALE OF PLEDGED COLLATERAL REGARDLESS OF NOTICE OF
SALE HAVING BEEN GIVEN.
COLLATERAL AGENT MAY ADJOURN ANY PUBLIC OR PRIVATE SALE
FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH
SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS
SO ADJOURNED.
EACH PLEDGOR HEREBY WAIVES ANY CLAIMS AGAINST COLLATERAL AGENT
ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY PLEDGED COLLATERAL MAY
HAVE BEEN SOLD AT SUCH A PRIVATE SALE WAS LESS THAN THE PRICE WHICH MIGHT HAVE
BEEN OBTAINED AT A PUBLIC SALE, EVEN IF COLLATERAL AGENT ACCEPTS THE FIRST OFFER
RECEIVED AND DOES NOT OFFER SUCH PLEDGED COLLATERAL TO MORE THAN ONE OFFEREE.
IF THE PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF THE PLEDGED COLLATERAL ARE
INSUFFICIENT TO PAY ALL THE SECURED OBLIGATIONS, PLEDGORS SHALL BE JOINTLY AND
SEVERALLY LIABLE FOR THE DEFICIENCY AND THE FEES OF ANY ATTORNEYS EMPLOYED BY
COLLATERAL AGENT TO COLLECT SUCH DEFICIENCY.
(B)
EACH PLEDGOR RECOGNIZES THAT, BY REASON OF CERTAIN PROHIBITIONS
CONTAINED IN THE SECURITIES ACT OF 1933, AS FROM TIME TO TIME AMENDED (THE
"SECURITIES ACT"), AND APPLICABLE STATE SECURITIES LAWS, COLLATERAL AGENT MAY BE
COMPELLED, WITH RESPECT TO ANY SALE OF ALL OR ANY PART OF THE PLEDGED EQUITY
CONDUCTED WITHOUT PRIOR REGISTRATION OR QUALIFICATION OF SUCH PLEDGED EQUITY
UNDER THE SECURITIES ACT AND/OR SUCH STATE OR OTHER APPLICABLE SECURITIES LAWS,
TO LIMIT PURCHASERS TO THOSE WHO WILL AGREE, AMONG OTHER THINGS, TO ACQUIRE THE
PLEDGED EQUITY FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE
DISTRIBUTION OR RESALE THEREOF.
EACH PLEDGOR ACKNOWLEDGES THAT ANY SUCH PRIVATE
PLACEMENT MAY BE AT PRICES AND ON TERMS LESS FAVORABLE THAN THOSE OBTAINABLE
THROUGH A SALE WITHOUT SUCH RESTRICTIONS (INCLUDING, WITHOUT LIMITATION, AN
OFFERING MADE PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT)
AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, SUCH PLEDGOR AGREES THAT ANY SUCH
PRIVATE PLACEMENT SHALL, IN AND OF ITSELF, NOT BE DEEMED TO BE COMMERCIALLY
UNREASONABLE AND THAT COLLATERAL AGENT SHALL HAVE NO OBLIGATION TO DELAY THE
SALE OF ANY PLEDGED EQUITY FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER
THEREOF TO REGISTER IT FOR A FORM OF SALE REQUIRING REGISTRATION UNDER THE
SECURITIES ACT OR UNDER APPLICABLE STATE OR OTHER SECURITIES LAWS, EVEN IF SUCH
ISSUER WOULD, OR SHOULD, AGREE TO SO REGISTER IT.
(C)
IF COLLATERAL AGENT DETERMINES TO EXERCISE ITS RIGHT TO SELL ANY
OR ALL OF THE PLEDGED EQUITY, UPON WRITTEN REQUEST, EACH PLEDGOR SHALL AND SHALL
CAUSE EACH ISSUER OF ANY PLEDGED EQUITY TO BE SOLD HEREUNDER FROM TIME TO TIME
TO FURNISH TO COLLATERAL AGENT ALL SUCH INFORMATION AS COLLATERAL AGENT MAY
REQUEST IN ORDER TO DETERMINE THE AMOUNT OF PLEDGED EQUITY THAT MAY BE SOLD BY
COLLATERAL AGENT IN EXEMPT TRANSACTIONS UNDER THE SECURITIES ACT AND THE
RULES AND REGULATIONS OF THE SECURITIES AND