HIGHEST BID FOR THE LOT OFFERED FOR SALE WOULD INDICATE TO AGENT, IN ITS
DISCRETION, THAT THE PROCEEDS OF THE SALES OF THE WHOLE OF THE PLEDGED
COLLATERAL WOULD BE UNLIKELY TO BE SUFFICIENT TO DISCHARGE ALL THE SECURED
OBLIGATIONS, AGENT MAY, ON ONE OR MORE OCCASIONS AND IN ITS DISCRETION, POSTPONE
ANY OF SAID SALES BY PUBLIC ANNOUNCEMENT AT THE TIME OF SALE OR THE TIME OF
PREVIOUS POSTPONEMENT OF SALE, AND NO OTHER NOTICE OF SUCH POSTPONEMENT OR
POSTPONEMENTS OF SALE NEED BE GIVEN, ANY OTHER NOTICE BEING HEREBY WAIVED;
PROVIDED, HOWEVER, THAT ANY SALE OR SALES MADE AFTER SUCH POSTPONEMENT SHALL BE
AFTER TEN (10) DAYS' NOTICE TO PLEDGOR.
(C)
IF, AT ANY TIME WHEN AGENT IN ITS SOLE DISCRETION DETERMINES, FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THAT, IN
CONNECTION WITH ANY ACTUAL OR CONTEMPLATED EXERCISE OF ITS RIGHTS (WHEN
PERMITTED UNDER THIS SECTION 8) TO SELL THE WHOLE OR ANY PART OF THE PLEDGED
SHARES HEREUNDER, IT IS NECESSARY OR ADVISABLE TO EFFECT A PUBLIC REGISTRATION
OF ALL OR PART OF THE PLEDGED COLLATERAL PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED (OR ANY SIMILAR STATUTE THEN IN EFFECT) (THE "ACT"), PLEDGOR SHALL,
IN AN EXPEDITIOUS MANNER, CAUSE THE PLEDGED ENTITIES TO:
(I)
USE COMMERCIALLY REASONABLE EFFORTS TO PREPARE AND FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE
"COMMISSION") A REGISTRATION STATEMENT WITH RESPECT TO THE PLEDGED SHARES AND IN
GOOD FAITH USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION
STATEMENT TO BECOME AND REMAIN EFFECTIVE;
(II)
USE COMMERCIALLY REASONABLE EFFORTS TO PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND
SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND
TO COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE SALE OR OTHER
DISPOSITION OF THE PLEDGED SHARES COVERED BY SUCH REGISTRATION STATEMENT
WHENEVER AGENT SHALL DESIRE TO SELL OR OTHERWISE DISPOSE OF THE PLEDGED SHARES;
(III)
USE COMMERCIALLY REASONABLE EFFORTS TO FURNISH TO AGENT SUCH NUMBERS OF COPIES
OF A PROSPECTUS AND A
PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE ACT, AND SUCH
OTHER DOCUMENTS AS AGENT MAY REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE OR
OTHER DISPOSITION OF THE PLEDGED SHARES BY AGENT;
(IV)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE PLEDGED SHARES
COVERED BY SUCH REGISTRATION
STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS
WITHIN THE UNITED STATES AND PUERTO RICO AS AGENT SHALL REQUEST, AND DO SUCH
OTHER REASONABLE ACTS AND THINGS AS MAY BE REQUIRED OF IT TO ENABLE AGENT TO
CONSUMMATE THE PUBLIC SALE OR OTHER DISPOSITION IN SUCH JURISDICTIONS OF THE
PLEDGED SHARES BY AGENT;
(V)
FURNISH, AT THE REQUEST OF AGENT, ON THE DATE THAT SHARES OF THE PLEDGED
COLLATERAL ARE DELIVERED TO THE
UNDERWRITERS FOR SALE PURSUANT TO SUCH REGISTRATION OR, IF THE SECURITY IS NOT
BEING SOLD THROUGH UNDERWRITERS, ON THE DATE THAT THE