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 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.
WITH RESPECT TO THE SHARES OF STOCK OF ANY FOREIGN PLEDGED
ENTITY, AGENT MAY TAKE ANY AND ALL ACTIONS AS MAY BE REQUIRED UNDER APPLICABLE
FOREIGN LAWS TO EFFECT ANY SUCH SALE, AND EACH PLEDGOR OF SUCH STOCK AGREES TO
PROVIDE ANY DOCUMENTATION, DEEDS, CERTIFICATES, POWERS OR ATTORNEY OR OTHER
ASSISTANCE AS MAY BE REQUIRED TO EFFECT SUCH SALES IN ACCORDANCE WITH SUCH
FOREIGN LAWS.
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 THE
FOLLOWING RESTRICTIONS AS TO:
(I)
THE FINANCIAL SOPHISTICATION AND ABILITY OF ANY PERSON PERMITTED
TO BID OR PURCHASE AT ANY SUCH SALE;
(II)
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)
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 PLEDGOR 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)
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, THE ACT, ALL APPLICABLE STATE
AND FOREIGN SECURITIES LAWS AND OTHER APPLICABLE LAWS.