OR SHALL
HAVE BEEN FILED UNDER SAID ACT (OR SIMILAR STATUTE), (II) MAY APPROACH AND
NEGOTIATE WITH A SINGLE POSSIBLE PURCHASER TO EFFECT SUCH SALE, (III) MAY
RESTRICT SUCH SALE TO A PURCHASER 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 PART THEREOF, AND (IV)
MAY PLACE ALL OR ANY PART OF THE PLEDGED COLLATERAL WITH AN INVESTMENT BANKING
FIRM FOR PRIVATE PLACEMENT, WHICH FIRM SHALL BE ENTITLED TO PURCHASE ALL OR ANY
PART OF THE PLEDGED COLLATERAL FOR ITS OWN ACCOUNT.
IF ANY OF THE PLEDGED
COLLATERAL SHALL NOT BE FREELY DISTRIBUTABLE TO THE PUBLIC WITHOUT REGISTRATION
UNDER THE ACT (OR SIMILAR STATUTE), THEN THE ADMINISTRATIVE AGENT SHALL NOT BE
REQUIRED TO EFFECT SUCH REGISTRATION OR CAUSE THE SAME TO BE EFFECTED BUT, IN
ITS DISCRETION (SUBJECT 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 ANY PLEDGOR
OR ANY OF ITS SUBSIDIARIES SO SOLD 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 IN
ORDER THAT SUCH SALE (NOTWITHSTANDING ANY FAILURE SO TO REGISTER) MAY BE
EFFECTED IN COMPLIANCE WITH THE UCC AND OTHER LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS AND THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
(D)
EACH PLEDGOR ACKNOWLEDGES THAT, NOTWITHSTANDING THE LEGAL
AVAILABILITY OF A PRIVATE SALE OR A SALE SUBJECT TO THE RESTRICTIONS DESCRIBED
ABOVE IN PARAGRAPH (C), THE ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION, ELECT
TO REGISTER ANY OR ALL THE PLEDGED COLLATERAL UNDER THE ACT (OR ANY APPLICABLE
STATE SECURITIES LAW).
EACH PLEDGOR, HOWEVER, RECOGNIZES THAT THE
ADMINISTRATIVE AGENT MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL THE
PLEDGED COLLATERAL AND MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES
THEREOF.
EACH PLEDGOR ALSO ACKNOWLEDGES THAT ANY SUCH PRIVATE SALE MAY RESULT
IN PRICES AND OTHER TERMS LESS FAVORABLE TO THE SELLER THAN IF SUCH SALE WERE A
PUBLIC SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH
PRIVATE SALE SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE
MANNER.
THE ADMINISTRATIVE AGENT SHALL BE UNDER NO OBLIGATION TO DELAY A SALE
OF ANY OF THE PLEDGED COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO