THE PURPOSE OF REGISTERING SUCH PLEDGED COLLATERAL OR
PART THEREOF SHALL HAVE BEEN FILED UNDER THE FEDERAL SECURITIES LAWS AND (B) MAY
APPROACH AND NEGOTIATE WITH A SINGLE POTENTIAL PURCHASER TO EFFECT SUCH SALE.
EACH GRANTOR ACKNOWLEDGES AND AGREES THAT ANY SUCH SALE MIGHT RESULT IN PRICES
AND OTHER TERMS LESS FAVORABLE TO THE SELLER THAN IF SUCH SALE WERE A PUBLIC
SALE WITHOUT SUCH RESTRICTIONS. IN THE EVENT OF ANY SUCH SALE, THE COLLATERAL
AGENT SHALL INCUR NO RESPONSIBILITY OR LIABILITY FOR SELLING ALL OR ANY PART OF
THE PLEDGED COLLATERAL AT A PRICE THAT THE COLLATERAL AGENT, IN ITS SOLE AND
ABSOLUTE DISCRETION, MAY IN GOOD FAITH DEEM REASONABLE UNDER THE CIRCUMSTANCES,
NOTWITHSTANDING THE POSSIBILITY THAT A SUBSTANTIALLY 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
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 4.05. REGISTRATION. EACH GRANTOR AGREES THAT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IF FOR ANY REASON THE COLLATERAL
AGENT DESIRES TO SELL ANY OF THE PLEDGED COLLATERAL 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
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 COLLATERAL AGENT TO PERMIT THE PUBLIC SALE OF SUCH
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PLEDGED COLLATERAL. EACH GRANTOR 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 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 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 COLLATERAL 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,