JURISDICTIONS, SHALL BE PAID BY PLEDGORS.
(E)
IF, AT ANY TIME WHEN 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 SECURITIES ACT OF
1933, AS AMENDED (OR ANY SIMILAR STATUTE THEN IN EFFECT) (THE "ACT"), 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 AGENT MAY DEEM NECESSARY OR ADVISABLE, BUT SUBJECT TO THE OTHER
REQUIREMENTS OF THIS SECTION 8, AND SHALL NOT BE
9
REQUIRED TO EFFECT SUCH REGISTRATION OR TO CAUSE THE SAME TO BE EFFECTED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN ANY SUCH EVENT, 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 8, 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 8,
THEN 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 PLEDGORS 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 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