PARTY ACCEPTS THE FIRST OFFER RECEIVED AND DOES NOT
OFFER SUCH PLEDGED COLLATERAL TO MORE THAN ONE OFFEREE.
(B)
EACH PLEDGOR HEREBY AGREES THAT ANY SALE OR OTHER DISPOSITION OF THE
PLEDGED COLLATERAL CONDUCTED IN CONFORMITY WITH REASONABLE COMMERCIAL PRACTICES
OF BANKS, INSURANCE COMPANIES, OR OTHER FINANCIAL INSTITUTIONS IN THE BOROUGH OF
MANHATTAN, NEW YORK IN DISPOSING OF PROPERTY SIMILAR TO THE PLEDGED COLLATERAL
SHALL BE DEEMED TO BE COMMERCIALLY REASONABLE.
(C)
EACH PLEDGOR HEREBY ACKNOWLEDGES THAT THE SALE BY SECURED PARTY OF ANY
PLEDGED COLLATERAL PURSUANT TO THE TERMS HEREOF IN COMPLIANCE WITH THE
SECURITIES ACT OF 1933 AS NOW IN EFFECT OR AS HEREAFTER AMENDED, OR ANY SIMILAR
STATUTE HEREAFTER ADOPTED WITH SIMILAR PURPOSE OR EFFECT (THE "SECURITIES ACT"),
AS WELL AS APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAWS, MAY REQUIRE
STRICT LIMITATIONS AS TO THE MANNER IN WHICH SECURED PARTY OR ANY SUBSEQUENT
TRANSFEREE OF THE PLEDGED COLLATERAL MAY DISPOSE THEREOF.
EACH PLEDGOR
ACKNOWLEDGES AND AGREES THAT IN ORDER TO PROTECT SECURED PARTY'S INTEREST IT MAY
BE NECESSARY TO SELL THE PLEDGED COLLATERAL AT A PRICE LESS THAN THE MAXIMUM
PRICE ATTAINABLE IF A SALE WERE DELAYED OR WERE MADE IN ANOTHER MANNER, SUCH AS
A PUBLIC OFFERING UNDER THE SECURITIES ACT.
10
EACH PLEDGOR HAS NO OBJECTION TO SALE IN SUCH A MANNER AND AGREES THAT SECURED
PARTY SHALL HAVE NO OBLIGATION TO OBTAIN THE MAXIMUM POSSIBLE PRICE FOR THE
PLEDGED COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
PLEDGOR AGREES THAT, UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT
OF DEFAULT, SECURED PARTY MAY, SUBJECT TO APPLICABLE LAW, FROM TIME TO TIME
ATTEMPT TO SELL ALL OR ANY PART OF THE PLEDGED COLLATERAL BY A PRIVATE
PLACEMENT, RESTRICTING THE BIDDERS AND PROSPECTIVE PURCHASERS TO THOSE WHO WILL
REPRESENT AND AGREE THAT THEY ARE PURCHASING FOR INVESTMENT ONLY AND NOT FOR
DISTRIBUTION.
IN SO DOING, SECURED PARTY MAY SOLICIT OFFERS TO BUY THE PLEDGED
COLLATERAL OR ANY PART THEREOF FOR CASH, FROM A LIMITED NUMBER OF INVESTORS
DEEMED BY SECURED PARTY, IN ITS REASONABLE JUDGMENT, TO BE INSTITUTIONAL
INVESTORS OR OTHER RESPONSIBLE PARTIES WHO MIGHT BE INTERESTED IN PURCHASING THE
PLEDGED COLLATERAL.
IF SECURED PARTY SHALL SOLICIT SUCH OFFERS, THEN THE
ACCEPTANCE BY SECURED PARTY OF ONE OF THE OFFERS SHALL BE DEEMED TO BE A
COMMERCIALLY REASONABLE METHOD OF DISPOSITION OF THE PLEDGED COLLATERAL.
(D)
IF SECURED PARTY SHALL DETERMINE TO EXERCISE ITS RIGHT TO SELL ALL OR ANY
PORTION OF THE PLEDGED COLLATERAL PURSUANT TO THIS SECTION, EACH PLEDGOR AGREES
THAT, UPON REQUEST OF SECURED PARTY, SUCH PLEDGOR WILL, AT ITS OWN EXPENSE:
(I)
USE ITS REASONABLE BEST EFFORTS TO EXECUTE AND DELIVER, AND CAUSE
THE ISSUERS AND THE DIRECTORS AND OFFICERS THEREOF TO EXECUTE AND DELIVER, ALL
SUCH INSTRUMENTS AND DOCUMENTS, AND TO DO OR CAUSE TO BE DONE ALL SUCH OTHER
ACTS AND THINGS, AS MAY BE NECESSARY OR, IN THE OPINION OF SECURED PARTY,
ADVISABLE TO REGISTER SUCH PLEDGED COLLATERAL UNDER THE PROVISIONS OF THE
SECURITIES