TIME WHEN THE ADMINISTRATIVE AGENT SHALL DETERMINE TO
EXERCISE ITS RIGHT TO SELL THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL
HEREUNDER, SUCH PLEDGED COLLATERAL OR THE PART THEREOF TO BE SOLD SHALL NOT, FOR
ANY REASON WHATSOEVER, BE EFFECTIVELY REGISTERED UNDER THE ACT, THE
ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION (SUBJECT ONLY TO APPLICABLE
REQUIREMENTS OF LAW), SELL SUCH PLEDGED COLLATERAL OR PART THEREOF BY PRIVATE
SALE IN SUCH MANNER AND UNDER SUCH CIRCUMSTANCES AS THE ADMINISTRATIVE AGENT MAY
DEEM NECESSARY OR ADVISABLE, BUT SUBJECT TO THE OTHER REQUIREMENTS OF THIS
SECTION 10.7, AND SHALL NOT BE REQUIRED TO EFFECT SUCH REGISTRATION OR TO CAUSE
THE SAME TO BE EFFECTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN
ANY SUCH EVENT, THE ADMINISTRATIVE AGENT IN ITS DISCRETION (X) MAY, IN
ACCORDANCE WITH APPLICABLE SECURITIES LAWS, PROCEED TO MAKE SUCH PRIVATE SALE
NOTWITHSTANDING THAT A REGISTRATION STATEMENT FOR THE PURPOSE OF REGISTERING
SUCH PLEDGED COLLATERAL OR PART THEREOF COULD BE OR SHALL HAVE BEEN FILED UNDER
SAID ACT (OR SIMILAR STATUTE), (Y) MAY APPROACH AND NEGOTIATE WITH A SINGLE
POSSIBLE PURCHASER TO EFFECT SUCH SALE, AND (Z) MAY RESTRICT SUCH SALE TO A
PURCHASER WHO IS AN ACCREDITED INVESTOR UNDER THE ACT AND WHO WILL REPRESENT AND
AGREE THAT SUCH PURCHASER IS PURCHASING FOR ITS OWN ACCOUNT, FOR INVESTMENT AND
NOT WITH A VIEW TO THE DISTRIBUTION OR SALE OF SUCH PLEDGED COLLATERAL OR ANY
PART THEREOF. IN ADDITION TO A PRIVATE SALE AS PROVIDED ABOVE IN THIS
SECTION 10.7, IF ANY OF THE PLEDGED COLLATERAL SHALL NOT BE FREELY DISTRIBUTABLE
TO THE PUBLIC WITHOUT REGISTRATION UNDER THE ACT (OR SIMILAR STATUTE) AT THE
TIME OF ANY PROPOSED SALE PURSUANT TO THIS SECTION 10.7, THEN THE
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ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EFFECT SUCH REGISTRATION OR CAUSE
THE SAME TO BE EFFECTED BUT, IN ITS DISCRETION (SUBJECT ONLY TO APPLICABLE
REQUIREMENTS OF LAW), MAY REQUIRE THAT ANY SALE HEREUNDER (INCLUDING A SALE AT
AUCTION) BE CONDUCTED SUBJECT TO RESTRICTIONS:
(I)
AS TO THE FINANCIAL SOPHISTICATION AND ABILITY OF ANY PERSON
PERMITTED TO BID OR PURCHASE AT ANY SUCH SALE;
(II)
AS TO THE CONTENT OF LEGENDS TO BE PLACED UPON ANY CERTIFICATES
REPRESENTING THE PLEDGED COLLATERAL SOLD IN SUCH SALE, INCLUDING RESTRICTIONS ON
FUTURE TRANSFER THEREOF;
(III)
AS TO THE REPRESENTATIONS REQUIRED TO BE MADE BY EACH PERSON
BIDDING OR PURCHASING AT SUCH SALE RELATING TO THAT PERSON'S ACCESS TO FINANCIAL
INFORMATION ABOUT SUCH BORROWER AND SUCH PERSON'S INTENTIONS AS TO THE HOLDING
OF THE PLEDGED COLLATERAL SO SOLD FOR INVESTMENT FOR ITS OWN ACCOUNT AND NOT
WITH A VIEW TO THE DISTRIBUTION THEREOF; AND
(IV)
AS TO SUCH OTHER MATTERS AS THE ADMINISTRATIVE AGENT MAY, IN ITS
DISCRETION, DEEM NECESSARY OR APPROPRIATE IN ORDER THAT SUCH SALE
(NOTWITHSTANDING ANY FAILURE SO TO REGISTER) MAY BE EFFECTED IN COMPLIANCE WITH
THE BANKRUPTCY CODE AND OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS AND THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
(K)
EACH BORROWER RECOGNIZES THAT