(OR CONTRACT TO DO ANY OF THE
FOREGOING), IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, AT ANY
EXCHANGE, BROKER'S BOARD OR OFFICE OF THE SECURED PARTY OR ELSEWHERE UPON SUCH
TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH PRICES AS IT MAY DEEM
BEST, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITH ASSUMPTION OF ANY CREDIT
RISK. THE SECURED PARTY SHALL HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR SALES,
AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE OR SALES, TO
PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, FREE OF ANY RIGHT OR
EQUITY OF REDEMPTION IN ANY GRANTOR, WHICH RIGHT OR EQUITY IS HEREBY WAIVED AND
RELEASED. EACH GRANTOR FURTHER AGREES, AT THE SECURED PARTY'S REQUEST, TO
ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO THE SECURED PARTY AT PLACES
WHICH THE SECURED PARTY SHALL REASONABLY SELECT, WHETHER AT SUCH GRANTOR'S
PREMISES OR ELSEWHERE.
THE SECURED PARTY SHALL APPLY THE NET PROCEEDS OF ANY
ACTION TAKEN BY IT PURSUANT TO THIS SECTION 6.6, AFTER DEDUCTING ALL REASONABLE
COSTS AND EXPENSES OF EVERY KIND INCURRED IN CONNECTION THEREWITH OR INCIDENTAL
TO THE CARE OR SAFEKEEPING OF ANY OF THE COLLATERAL OR IN ANY WAY RELATING TO
THE COLLATERAL OR THE RIGHTS OF THE SECURED PARTY HEREUNDER, INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, TO THE PAYMENT IN WHOLE OR IN PART
OF THE ISDA OBLIGATIONS, IN ACCORDANCE WITH SECTION 6.5 HEREOF, AND ONLY AFTER
SUCH APPLICATION AND AFTER THE PAYMENT BY THE SECURED PARTY OF ANY OTHER AMOUNT
REQUIRED BY ANY PROVISION OF LAW, NEED THE SECURED PARTY ACCOUNT FOR THE
SURPLUS, IF ANY, TO ANY GRANTOR. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
GRANTOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE
SECURED PARTY ARISING OUT OF THE EXERCISE BY THEM OF ANY RIGHTS HEREUNDER. IF
ANY NOTICE OF A PROPOSED SALE OR OTHER DISPOSITION OF COLLATERAL SHALL BE
REQUIRED BY LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE AND PROPER IF GIVEN AT
LEAST TEN (10) DAYS BEFORE SUCH SALE OR OTHER DISPOSITION.
6.7
PRIVATE SALES OF PLEDGED EQUITY.
(A)
EACH GRANTOR RECOGNIZES THAT THE SECURED
PARTY MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL THE PLEDGED EQUITY, BY
REASON OF CERTAIN PROHIBITIONS CONTAINED IN THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR OTHERWISE, AND MAY BE COMPELLED TO RESORT TO ONE OR
MORE PRIVATE SALES THEREOF TO A RESTRICTED GROUP OF PURCHASERS WHICH 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. EACH GRANTOR ACKNOWLEDGES AND AGREES THAT ANY SUCH PRIVATE SALE MAY
RESULT IN PRICES AND OTHER TERMS LESS FAVORABLE THAN IF SUCH SALE WERE A PUBLIC
SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH PRIVATE SALE
SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER.