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, TO THE EXTENT COMMERCIALLY REASONABLE.
THE
PLEDGOR HEREBY WAIVES ALL REQUIREMENTS OF LAW, IF ANY, RELATING TO THE
MARSHALLING OF ASSETS WHICH WOULD BE APPLICABLE IN CONNECTION WITH THE
ENFORCEMENT BY THE SECURED PARTY OF ITS REMEDIES HEREUNDER, ABSENT THIS WAIVER.
12(B)
THE SECURED PARTY MAY NOTIFY ANY PERSON OBLIGATED ON ANY OF THE
COLLATERAL THAT THE SAME HAS BEEN ASSIGNED OR TRANSFERRED TO THE SECURED PARTY
AND THAT THE SAME SHOULD BE PERFORMED AS REQUESTED BY, OR PAID DIRECTLY TO, THE
SECURED PARTY, AS THE CASE MAY BE.
THE PLEDGOR SHALL JOIN IN GIVING SUCH
NOTICE, IF THE SECURED PARTY SO REQUESTS.
THE SECURED PARTY MAY, IN THE SECURED
PARTY'S NAME OR IN THE PLEDGOR'S NAME, DEMAND, SUE FOR, COLLECT OR RECEIVE ANY
MONEY OR PROPERTY AT ANY TIME PAYABLE OR RECEIVABLE ON ACCOUNT OF, OR SECURING,
ANY SUCH COLLATERAL OR GRANT ANY EXTENSION TO, MAKE ANY COMPROMISE OR SETTLEMENT
WITH OR OTHERWISE AGREE TO WAIVE, MODIFY, AMEND OR CHANGE THE OBLIGATION OF ANY
SUCH PERSON.
12(C)
ANY CASH HELD BY THE SECURED PARTY AS COLLATERAL AND ALL CASH PROCEEDS
RECEIVED BY THE SECURED PARTY IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR
OTHER REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL MAY, IN THE DISCRETION
OF THE SECURED PARTY, BE HELD BY THE SECURED PARTY AS COLLATERAL FOR, OR THEN OR
AT ANY TIME THEREAFTER BE APPLIED IN WHOLE OR IN PART BY THE SECURED PARTY
AGAINST, ALL OR ANY PART OF THE OBLIGATIONS (INCLUDING ANY EXPENSES OF THE
SECURED PARTY PAYABLE PURSUANT TO SECTION 13 HEREOF).
SECTION 13.
WAIVER OF CERTAIN CLAIMS.
THE PLEDGOR ACKNOWLEDGES THAT
BECAUSE OF PRESENT OR FUTURE CIRCUMSTANCES, A QUESTION MAY ARISE UNDER THE
SECURITIES ACT OF 1933, AS FROM TIME TO TIME AMENDED (THE "SECURITIES ACT"),
WITH RESPECT TO ANY DISPOSITION OF THE COLLATERAL PERMITTED HEREUNDER.
THE
PLEDGOR UNDERSTANDS THAT COMPLIANCE WITH THE SECURITIES ACT MAY VERY STRICTLY
LIMIT THE COURSE OF CONDUCT OF THE SECURED PARTY IF THE SECURED PARTY WERE TO
ATTEMPT TO DISPOSE OF ALL OR ANY PORTION OF THE COLLATERAL AND MAY ALSO LIMIT
THE EXTENT TO WHICH OR THE MANNER IN WHICH ANY SUBSEQUENT TRANSFEREE OF THE
COLLATERAL OR ANY PORTION THEREOF MAY DISPOSE OF THE SAME.
THERE MAY BE OTHER
LEGAL RESTRICTIONS OR LIMITATIONS AFFECTING THE SECURED PARTY IN ANY ATTEMPT TO
DISPOSE OF ALL OR ANY PORTION OF THE COLLATERAL UNDER THE APPLICABLE BLUE SKY OR
OTHER SECURITIES LAWS OR SIMILAR LAWS ANALOGOUS IN PURPOSE OR EFFECT.
THE
SECURED PARTY MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES TO A
RESTRICTED GROUP OF PURCHASERS WHO WILL BE OBLIGED TO AGREE, AMONG OTHER THINGS,
TO ACQUIRE SUCH COLLATERAL FOR THEIR OWN ACCOUNT FOR INVESTMENT ONLY AND NOT TO
ENGAGE IN A DISTRIBUTION OR RESALE