COLLATERAL TO TAKE SUCH ACTION AND PREPARE, DISTRIBUTE AND/OR FILE
SUCH DOCUMENTS, AS ARE REQUIRED OR ADVISABLE IN THE REASONABLE OPINION OF
COUNSEL FOR THE ADMINISTRATIVE AGENT TO PERMIT THE PUBLIC SALE OF SUCH PLEDGED
COLLATERAL.
EACH GRANTOR FURTHER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS
(IN THE MANNER AND TO THE EXTENT PROVIDED BY SECTION 9.03 OF THE CREDIT
AGREEMENT) THE ADMINISTRATIVE AGENT, EACH OTHER SECURED PARTY, ANY UNDERWRITER
AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES AND CONTROLLING PERSONS
FROM AND AGAINST ALL LOSS, LIABILITY, EXPENSES, COSTS OF COUNSEL (INCLUDING,
WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL TO THE
ADMINISTRATIVE AGENT), AND CLAIMS (INCLUDING THE COSTS OF INVESTIGATION) THAT
THEY MAY INCUR INSOFAR AS SUCH LOSS, LIABILITY, EXPENSE OR CLAIM DIRECTLY OR
INDIRECTLY ARISES OUT OF OR IS BASED UPON ANY ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN ANY PROSPECTUS (OR ANY AMENDMENT OR SUPPLEMENT
THERETO) OR IN ANY NOTIFICATION OR OFFERING CIRCULAR, OR DIRECTLY OR INDIRECTLY
ARISES OUT OF OR IS BASED UPON ANY ALLEGED OMISSION TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS IN ANY THEREOF
NOT MISLEADING, EXCEPT INSOFAR AS THE SAME MAY HAVE BEEN CAUSED BY ANY UNTRUE
STATEMENT OR OMISSION BASED UPON INFORMATION FURNISHED IN WRITING TO SUCH
GRANTOR OR THE ISSUER OF SUCH PLEDGED COLLATERAL BY THE ADMINISTRATIVE AGENT OR
ANY OTHER SECURED PARTY EXPRESSLY FOR USE THEREIN.
EACH GRANTOR FURTHER AGREES,
UPON SUCH WRITTEN REQUEST REFERRED TO ABOVE, TO USE ITS BEST EFFORTS TO QUALIFY,
FILE OR REGISTER, OR CAUSE THE ISSUER OF SUCH PLEDGED COLLATERAL TO QUALIFY,
FILE OR REGISTER, ANY OF THE PLEDGED COLLATERAL UNDER THE "BLUE SKY" OR OTHER
SECURITIES LAWS OF SUCH STATES AS MAY BE REQUESTED BY THE ADMINISTRATIVE AGENT
AND KEEP EFFECTIVE, OR CAUSE TO BE KEPT EFFECTIVE, ALL SUCH QUALIFICATIONS,
FILINGS OR REGISTRATIONS.
EACH GRANTOR WILL BEAR ALL COSTS AND EXPENSES OF
CARRYING OUT ITS OBLIGATIONS UNDER THIS SECTION 4.05.
EACH GRANTOR ACKNOWLEDGES
THAT THERE IS NO ADEQUATE REMEDY AT LAW FOR FAILURE BY IT TO COMPLY WITH THE
PROVISIONS OF THIS SECTION 4.05 AND THAT SUCH FAILURE WOULD NOT BE ADEQUATELY
COMPENSABLE IN DAMAGES, AND THEREFORE AGREES THAT ITS AGREEMENTS CONTAINED IN
THIS SECTION 4.05 MAY BE SPECIFICALLY ENFORCED.
SECTION 4.06.
OTHER ACTIONS.
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH
GRANTOR WILL, AT ITS OWN EXPENSE, CAUSE THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS THEN ENGAGED BY SUCH GRANTOR TO PREPARE AND DELIVER TO THE
ADMINISTRATIVE AGENT AND EACH LENDER, AT ANY TIME AND FROM TIME TO TIME,
PROMPTLY UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, THE FOLLOWING REPORTS
WITH RESPECT TO SUCH GRANTOR:
(A) A RECONCILIATION OF ALL ACCOUNTS; (B) AN
AGING OF SUCH ACCOUNTS; (C) TRIAL BALANCES IN RESPECT OF SUCH ACCOUNTS; AND
(D) A TEST VERIFICATION OF SUCH ACCOUNTS.
29
ARTICLE V
INDEMNITY, SUBROGATION AND SUBORDINATION
SECTION 5.01.
INDEMNITY AND SUBROGATION.
THE PARENT BORROWER AGREES THAT IN
THE EVENT ANY ASSETS OF ANY GRANTOR SHALL BE SOLD PURSUANT TO