higher price might have been realized if the
sale were deferred until after registration as aforesaid or if more than a
single purchaser were approached.
The provisions of this Section 11 will apply
notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.
SECTION 12.
Registration, etc.
Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default, if, in accordance
with, and to the extent consistent with, the terms of the Intercreditor
Agreement, for any reason the Collateral Agent desires to sell any of the
Pledged Securities at a public sale, it will, at any time and from time to time,
upon the written request of the Collateral Agent, use its best efforts to take
or to cause the issuer of such Pledged Securities to take such action and
prepare, distribute and/or file such
11
DOCUMENTS, AS ARE REQUIRED OR ADVISABLE IN THE REASONABLE OPINION OF COUNSEL FOR
THE COLLATERAL AGENT TO PERMIT THE PUBLIC SALE OF SUCH PLEDGED SECURITIES.
EACH
PLEDGOR FURTHER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COLLATERAL
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 TO THE COLLATERAL AGENT OF LEGAL COUNSEL), AND CLAIMS
(INCLUDING THE COSTS OF INVESTIGATION) THAT THEY MAY INCUR INSOFAR AS SUCH LOSS,
LIABILITY, EXPENSE OR CLAIM ARISES OUT OF OR IS BASED UPON ANY UNTRUE STATEMENT
OF A MATERIAL FACT CONTAINED IN ANY PROSPECTUS (OR ANY AMENDMENT OR SUPPLEMENT
THERETO) OR IN ANY NOTIFICATION OR OFFERING CIRCULAR, OR ARISES OUT OF OR IS
BASED UPON ANY 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 TO SUCH PLEDGOR OR THE ISSUER OF SUCH PLEDGED
SECURITIES BY THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY EXPRESSLY FOR USE
THEREIN.
EACH PLEDGOR 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 SECURITIES TO QUALIFY, FILE OR REGISTER, ANY OF THE PLEDGED
SECURITIES UNDER THE BLUE SKY OR OTHER SECURITIES LAWS OF SUCH STATES AS MAY BE
REQUESTED BY THE COLLATERAL AGENT AND KEEP EFFECTIVE, OR CAUSE TO BE KEPT
EFFECTIVE, ALL SUCH QUALIFICATIONS, FILINGS OR REGISTRATIONS.
THE PLEDGORS WILL
BEAR ALL COSTS AND EXPENSES OF CARRYING OUT THEIR OBLIGATIONS UNDER THIS
SECTION 12.
EACH PLEDGOR ACKNOWLEDGES THAT THERE IS NO ADEQUATE REMEDY AT LAW
FOR FAILURE BY IT TO COMPLY WITH THE PROVISIONS OF THIS SECTION 12 AND THAT SUCH
FAILURE WOULD NOT BE ADEQUATELY COMPENSABLE IN DAMAGES, AND THEREFORE AGREES
THAT ITS AGREEMENTS CONTAINED IN THIS SECTION 12 MAY BE SPECIFICALLY ENFORCED.
SECTION