SUCH PLEDGEE 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, IN THE CASE OF
SECURITIES, AMONG OTHER THINGS, TO ACQUIRE SUCH SECURITIES FOR THEIR OWN
ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE
THEREOF.
THE 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 WHICH
MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE AND, NOTWITHSTANDING THE FOREGOING,
AGREES THAT SUCH PRIVATE SALES SHALL BE DEEMED TO HAVE BEEN MADE IN A
COMMERCIALLY REASONABLE MANNER AND THAT THE APPLICABLE PLEDGEE SHALL HAVE NO
OBLIGATION TO DELAY SALE OF ANY SUCH SECURITIES FOR THE PERIOD OF TIME NECESSARY
TO PERMIT THE ISSUER OF SUCH SECURITIES TO REGISTER SUCH SECURITIES FOR PUBLIC
SALE UNDER THE 1933 ACT.
THE PLEDGOR FURTHER ACKNOWLEDGES AND AGREES THAT ANY
OFFER TO SELL ANY SUCH PLEDGED COLLATERAL WHICH HAS BEEN (I) PUBLICLY ADVERTISED
ON A BONA FIDE BASIS IN A NEWSPAPER OR OTHER PUBLICATION OF GENERAL CIRCULATION
IN THE FINANCIAL COMMUNITY OF THE CITY OF NEW YORK (TO THE EXTENT THAT SUCH AN
OFFER MAY BE SO ADVERTISED WITHOUT PRIOR REGISTRATION UNDER THE 1933 ACT) OR
(II) MADE PRIVATELY IN THE MANNER DESCRIBED ABOVE TO NOT LESS THAN FIFTEEN BONA
FIDE OFFEREES SHALL BE DEEMED TO INVOLVE A "PUBLIC DISPOSITION" FOR THE PURPOSES
OF SECTION 9-610(C) OF THE UCC (OR ANY SUCCESSOR OR SIMILAR, APPLICABLE
STATUTORY PROVISION) AS THEN IN EFFECT IN THE STATE OF NEW YORK, NOTWITHSTANDING
THAT SUCH SALE MAY NOT CONSTITUTE A "PUBLIC OFFERING" UNDER THE 1933 ACT, AND
THAT A PLEDGEE MAY, IN SUCH EVENT, BID FOR THE PURCHASE OF SUCH PLEDGED
COLLATERAL.
(D)
ANY CASH HELD BY ANY PLEDGEE (OR IN THE ACCOUNTS) AS PLEDGED
COLLATERAL AND ALL CASH PROCEEDS RECEIVED BY ANY PLEDGEE (OR THE CUSTODIAN OR
THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE, FOR THE DEPOSIT IN THE ACCOUNTS)
IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ALL OR
ANY PART OF SUCH PLEDGEE'S PLEDGED COLLATERAL MAY, IN THE DISCRETION OF SUCH
PLEDGEE, BE HELD BY THE PLEDGEE AS COLLATERAL FOR, AND/OR THEN OR AT ANY TIME
THEREAFTER APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE PLEDGEE PURSUANT
TO SECTION 10 HEREOF) IN WHOLE OR IN PART BY THE PLEDGEE AGAINST, ALL OR ANY
PART OF THE OBLIGATIONS IN SUCH ORDER AS THE PLEDGEE SHALL ELECT.
ANY SURPLUS
OF SUCH CASH OR CASH PROCEEDS HELD BY A PLEDGEE AND REMAINING AFTER PAYMENT IN
FULL OF ALL OF THE OBLIGATIONS OWED TO SUCH PLEDGEE SHALL BE PAID OVER TO THE
PLEDGOR OR TO SUCH PERSON AS MAY BE LAWFULLY ENTITLED TO RECEIVE SUCH SURPLUS.
(E)
IN THE EVENT THAT THE PROCEEDS OF ANY SUCH SALE, COLLECTION OR
REALIZATION ARE INSUFFICIENT TO PAY ALL AMOUNTS TO WHICH THE APPLICABLE PLEDGEE
IS LEGALLY ENTITLED, THE PLEDGOR SHALL BE LIABLE FOR