TO TIME IN THE STATE OF TEXAS AND (II) IN ANY CASE WHERE MANDATORY CHOICE OR LAW
RULES IN THE TEXAS UNIFORM COMMERCIAL CODE REQUIRE THE APPLICATION OF THE
UNIFORM COMMERCIAL CODE OF ANOTHER JURISDICTION, THE UNIFORM COMMERCIAL CODE OF
SUCH OTHER JURISDICTION AS IN EFFECT FROM TIME TO TIME.
5
16.
IN VIEW OF THE POSITION OF PLEDGOR IN
RELATION TO THE COLLATERAL, OR BECAUSE OF OTHER CURRENT OR FUTURE CIRCUMSTANCES,
A QUESTION MAY ARISE UNDER THE SECURITIES ACT OF 1933, AS NOW OR HEREAFTER IN
EFFECT, OR ANY SIMILAR STATUTE IN ANY OTHER JURISDICTION OR HEREAFTER ENACTED
ANALOGOUS IN PURPOSE OR EFFECT (SUCH ACT AND ANY SUCH SIMILAR STATUTE AS FROM
TIME TO TIME IN EFFECT BEING CALLED THE "SECURITIES LAWS") WITH RESPECT TO ANY
DISPOSITION OF THE COLLATERAL PERMITTED HEREUNDER.
PLEDGOR UNDERSTANDS THAT
COMPLIANCE WITH THE SECURITIES LAWS MIGHT VERY STRICTLY LIMIT THE COURSE OF
CONDUCT OF PLEDGEE IF PLEDGEE WERE TO ATTEMPT TO DISPOSE OF ALL OR ANY PART OF
THE COLLATERAL, AND MIGHT ALSO LIMIT THE EXTENT TO WHICH OR THE MANNER IN WHICH
ANY SUBSEQUENT TRANSFEREE OF ANY COLLATERAL COULD DISPOSE OF THE SAME.
SIMILARLY, THERE MAY BE OTHER LEGAL RESTRICTIONS OR LIMITATIONS AFFECTING
PLEDGEE IN ANY ATTEMPT TO DISPOSE OF ALL OR PART OF THE COLLATERAL UNDER
APPLICABLE BLUE SKY OR OTHER STATE SECURITIES LAWS OR SIMILAR LAWS ANALOGOUS IN
PURPOSE OR EFFECT.
PLEDGOR RECOGNIZES THAT, IN LIGHT OF SUCH RESTRICTIONS AND
LIMITATIONS, PLEDGEE MAY, WITH RESPECT TO ANY SALE OF THE COLLATERAL, LIMIT THE
PURCHASERS TO THOSE WHO WILL AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH
COLLATERAL FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE
DISTRIBUTION OR RESALE THEREOF.
PLEDGOR ACKNOWLEDGES AND AGREES THAT, IN LIGHT
OF SUCH RESTRICTIONS AND LIMITATIONS, PLEDGEE, IN ITS SOLE AND ABSOLUTE
DISCRETION, (A) MAY PROCEED TO MAKE SUCH A SALE WHETHER OR NOT A REGISTRATION
STATEMENT FOR THE PURPOSE OF REGISTERING SUCH COLLATERAL OR PART THEREOF SHALL
HAVE BEEN FILED UNDER THE SECURITIES LAWS AND (B) MAY APPROACH AND NEGOTIATE
WITH A SINGLE POTENTIAL PURCHASER OR A LIMITED NUMBER OF POTENTIAL PURCHASERS TO
EFFECT SUCH SALE.
PLEDGOR ACKNOWLEDGES AND AGREES THAT ANY SUCH SALE MIGHT
RESULT IN PRICES AND OTHER TERMS LESS FAVORABLE TO THE SELLER THAN IF SUCH SALE
WERE A PUBLIC SALE WITHOUT SUCH RESTRICTIONS.
IN THE EVENT OF ANY SUCH SALES,
PLEDGEE SHALL INCUR NO RESPONSIBILITY OR LIABILITY FOR SELLING ALL OR ANY PART
OF THE COLLATERAL AT A PRICE THAT PLEDGEE, IN ITS SOLE AND ABSOLUTE DISCRETION,
MAY IN GOOD FAITH DEEM REASONABLE UNDER THE CIRCUMSTANCES, NOTWITHSTANDING THE
POSSIBILITY THAT A SUBSTANTIALLY HIGHER PRICE MIGHT HAVE BEEN REALIZED IF THE
SALE WERE DEFERRED UNTIL AFTER REGISTRATION UNDER THE SECURITIES LAWS OR IF MORE
THAN A SINGLE PURCHASER OR A LIMITED NUMBER OF PURCHASERS WERE APPROACHED.
THE
PROVISIONS OF THIS SECTION WILL APPLY NOTWITHSTANDING THE EXISTENCE OF A PUBLIC
OR PRIVATE MARKET UPON WHICH THE QUOTATIONS OR SALES PRICES MAY EXCEED
SUBSTANTIALLY THE PRICE AT WHICH PLEDGEE