THE CONTINUATION THEREOF, WITHOUT LIMITING THE GENERALITY OF
THIS SECTION AND WITHOUT NOTICE, THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE
DISCRETION, SELL OR OTHERWISE DISPOSE OF OR REALIZE UPON THE PLEDGED COLLATERAL,
OR ANY PART THEREOF, IN ONE OR MORE PARCELS, AT PUBLIC OR PRIVATE SALE, AT ANY
EXCHANGE OR BROKER'S BOARD OR ELSEWHERE, AT SUCH PRICE OR PRICES AND ON SUCH
OTHER TERMS AS THE ADMINISTRATIVE AGENT MAY DEEM COMMERCIALLY REASONABLE, FOR
CASH, CREDIT OR FOR FUTURE DELIVERY OR OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAW.
TO THE EXTENT PERMITTED BY LAW, ANY LENDER MAY IN SUCH EVENT BID FOR THE
PURCHASE OF SUCH SECURITIES.
EACH PLEDGOR AGREES THAT, TO THE EXTENT NOTICE OF
SALE SHALL BE REQUIRED BY LAW AND HAS NOT BEEN WAIVED BY SUCH PLEDGOR, ANY
REQUIREMENT OF REASONABLE NOTICE SHALL BE MET IF NOTICE, SPECIFYING THE PLACE OF
ANY PUBLIC
SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE, IS PERSONALLY
SERVED ON OR MAILED POSTAGE PREPAID TO SUCH PLEDGOR IN ACCORDANCE WITH THE
NOTICE PROVISIONS OF SECTION 10.02 OF THE CREDIT AGREEMENT AT LEAST TEN
(10) DAYS BEFORE THE TIME OF SUCH SALE.
THE ADMINISTRATIVE AGENT SHALL NOT BE
OBLIGATED TO MAKE ANY SALE OF PLEDGED COLLATERAL OF SUCH PLEDGOR REGARDLESS OF
NOTICE OF SALE HAVING BEEN GIVEN.
THE ADMINISTRATIVE AGENT MAY ADJOURN ANY
PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE
FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME
AND PLACE TO WHICH IT WAS SO ADJOURNED.
(C)
PRIVATE SALE.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND
DURING THE CONTINUATION THEREOF, THE PLEDGORS RECOGNIZE THAT THE ADMINISTRATIVE
AGENT MAY DEEM IT IMPRACTICABLE TO EFFECT A PUBLIC SALE OF ALL OR ANY PART OF
THE PLEDGED COLLATERAL AND THAT THE ADMINISTRATIVE AGENT 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, AMONG OTHER
THINGS, TO ACQUIRE SUCH PLEDGED COLLATERAL FOR THEIR OWN ACCOUNT, FOR INVESTMENT
AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
EACH 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 SALE SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE
MANNER AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO DELAY SALE
OF ANY SUCH PLEDGED COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE
ISSUER OF SUCH PLEDGED COLLATERAL TO REGISTER SUCH PLEDGED COLLATERAL FOR PUBLIC
SALE UNDER THE SECURITIES ACT OF 1933.
EACH PLEDGOR FURTHER ACKNOWLEDGES AND
AGREES THAT ANY OFFER TO SELL 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 NEW