MADE AT
THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
(C)
PRIVATE SALE.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND
DURING THE CONTINUATION THEREOF, THE PLEDGORS RECOGNIZE THAT THE COLLATERAL
AGENT MAY DEEM IT IMPRACTICABLE TO EFFECT A PUBLIC SALE OF ALL OR ANY PART OF
THE PLEDGED SHARES OR ANY OF THE SECURITIES CONSTITUTING PLEDGED COLLATERAL AND
THAT THE COLLATERAL AGENT MAY, THEREFORE, DETERMINE TO MAKE ONE OR MORE PRIVATE
SALES OF ANY SUCH PLEDGED COLLATERAL TO A RESTRICTED GROUP OF PURCHASERS WHO
WILL BE OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH PLEDGED
COLLATERAL FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE
DISTRIBUTION OR RESALE THEREOF.
EACH PLEDGOR ACKNOWLEDGES THAT ANY SUCH PRIVATE
SALE MAY BE AT PRICES AND ON TERMS LESS FAVORABLE TO THE SELLER THAN THE PRICES
AND OTHER TERMS THAT MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE AND,
NOTWITHSTANDING THE FOREGOING, AGREES THAT SUCH PRIVATE SALE SHALL BE DEEMED TO
HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER AND THAT THE COLLATERAL AGENT
SHALL HAVE NO OBLIGATION TO
7
DELAY SALE OF ANY SUCH PLEDGED COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO
PERMIT THE ISSUER OF SUCH PLEDGED COLLATERAL TO REGISTER SUCH PLEDGED COLLATERAL
FOR PUBLIC SALE UNDER THE SECURITIES ACT.
EACH PLEDGOR FURTHER ACKNOWLEDGES AND
AGREES THAT ANY OFFER TO SELL SUCH PLEDGED COLLATERAL THAT HAS BEEN (I) PUBLICLY
ADVERTISED ON A BONA FIDE BASIS IN A NEWSPAPER OR OTHER PUBLICATION OF GENERAL
CIRCULATION IN THE FINANCIAL COMMUNITY OF NEW YORK, NEW YORK (TO THE EXTENT THAT
SUCH OFFER MAY BE ADVERTISED WITHOUT PRIOR REGISTRATION UNDER THE SECURITIES
ACT), OR (II) MADE PRIVATELY IN THE MANNER DESCRIBED ABOVE SHALL BE DEEMED TO
INVOLVE A "PUBLIC SALE" UNDER THE UCC, NOTWITHSTANDING THAT SUCH SALE MAY NOT
CONSTITUTE A "PUBLIC OFFERING" UNDER THE SECURITIES ACT, AND THE COLLATERAL
AGENT MAY, IN SUCH EVENT, BID FOR THE PURCHASE OF SUCH PLEDGED COLLATERAL.
(D)
RETENTION OF PLEDGED COLLATERAL.
TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, IN ADDITION TO THE RIGHTS AND REMEDIES HEREUNDER, UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE CONTINUATION THEREOF, THE
COLLATERAL AGENT MAY, AFTER PROVIDING THE NOTICES REQUIRED BY SECTIONS 9-620 AND
9-621 OF THE UCC OR OTHERWISE COMPLYING WITH THE REQUIREMENTS OF APPLICABLE LAW
OF THE RELEVANT JURISDICTION, ACCEPT OR RETAIN ALL OR ANY PORTION OF THE PLEDGED
COLLATERAL IN SATISFACTION OF THE OBLIGATIONS.
UNLESS AND UNTIL THE COLLATERAL
AGENT SHALL HAVE PROVIDED SUCH NOTICES, HOWEVER, THE COLLATERAL AGENT SHALL NOT
BE DEEMED TO HAVE ACCEPTED OR RETAINED ANY PLEDGED COLLATERAL IN SATISFACTION OF
ANY OBLIGATIONS FOR ANY REASON.
(E)
DEFICIENCY.
IN THE EVENT THAT THE PROCEEDS OF ANY SALE,
COLLECTION OR REALIZATION ARE INSUFFICIENT TO PAY ALL AMOUNTS TO WHICH THE
COLLATERAL AGENT OR THE HOLDERS OF THE OBLIGATIONS ARE LEGALLY ENTITLED, THE
PLEDGORS SHALL BE JOINTLY AND SEVERALLY LIABLE FOR THE DEFICIENCY (SUBJECT TO
SECTION 26 HEREOF), TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE