"FEDERAL SECURITIES LAWS") WITH RESPECT TO ANY
DISPOSITION OF THE PLEDGED COLLATERAL PERMITTED HEREUNDER. EACH US GRANTOR
UNDERSTANDS THAT COMPLIANCE WITH THE FEDERAL SECURITIES LAWS MIGHT VERY STRICTLY
LIMIT THE COURSE OF CONDUCT OF THE ADMINISTRATIVE AGENT IF THE ADMINISTRATIVE
AGENT WERE TO ATTEMPT TO DISPOSE OF ALL OR ANY PART OF THE PLEDGED COLLATERAL,
AND MIGHT ALSO LIMIT THE EXTENT TO WHICH OR THE MANNER IN WHICH ANY SUBSEQUENT
TRANSFEREE OF ANY PLEDGED COLLATERAL COULD DISPOSE OF THE SAME. SIMILARLY, THERE
MAY BE OTHER LEGAL RESTRICTIONS OR LIMITATIONS AFFECTING THE ADMINISTRATIVE
AGENT IN ANY ATTEMPT TO DISPOSE OF ALL OR PART OF THE PLEDGED COLLATERAL UNDER
APPLICABLE BLUE SKY OR OTHER STATE SECURITIES LAWS OR SIMILAR LAWS ANALOGOUS IN
PURPOSE OR EFFECT. EACH US GRANTOR RECOGNIZES THAT IN LIGHT OF SUCH RESTRICTIONS
AND LIMITATIONS THE ADMINISTRATIVE AGENT MAY, WITH RESPECT TO ANY SALE OF THE
PLEDGED COLLATERAL, LIMIT THE PURCHASERS TO THOSE WHO WILL 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 US
GRANTOR ACKNOWLEDGES AND AGREES THAT IN LIGHT OF SUCH RESTRICTIONS AND
LIMITATIONS, THE ADMINISTRATIVE AGENT, IN ITS SOLE AND ABSOLUTE DISCRETION
(A) MAY PROCEED TO MAKE SUCH A SALE WHETHER OR NOT A REGISTRATION STATEMENT FOR
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 US 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 ADMINISTRATIVE AGENT SHALL
INCUR NO RESPONSIBILITY OR LIABILITY FOR SELLING ALL OR ANY PART OF THE PLEDGED
COLLATERAL AT A PRICE THAT THE ADMINISTRATIVE 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
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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 ADMINISTRATIVE AGENT SELLS.
SECTION 5.05. REGISTRATION. EACH US GRANTOR AGREES THAT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IF FOR ANY REASON THE
ADMINISTRATIVE 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 ADMINISTRATIVE 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 ADMINISTRATIVE AGENT TO