PERMIT THE PUBLIC SALE OF SUCH PLEDGED
COLLATERAL. EACH GRANTOR FURTHER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS
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 TO THE ADMINISTRATIVE 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 ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY EXPRESSLY FOR USE THEREIN. EACH US 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 US GRANTOR WILL BEAR ALL COSTS
AND EXPENSES OF CARRYING OUT ITS OBLIGATIONS UNDER THIS SECTION. EACH GRANTOR
ACKNOWLEDGES THAT THERE IS NO ADEQUATE REMEDY AT LAW FOR FAILURE BY IT TO COMPLY
WITH THE PROVISIONS OF THIS SECTION AND THAT SUCH FAILURE WOULD NOT BE
ADEQUATELY COMPENSABLE IN DAMAGES, AND THEREFORE AGREES THAT ITS AGREEMENTS
CONTAINED IN THIS SECTION MAY BE SPECIFICALLY ENFORCED.
SECTION 5.06. CONCERNING PLEDGED SECURITIES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THIS AGREEMENT OR THE CREDIT AGREEMENT, AT ANY TIME WHEN
ANY SENIOR NOTES SHALL BE OUTSTANDING, IF (A) PURSUANT TO SECTION 4.06 OF THE
COLLATERAL AGREEMENT (AS DEFINED IN THE SENIOR NOTES INDENTURE), AS IN EFFECT ON
THE DATE HEREOF, THE SENIOR NOTES COLLATERAL AGENT SHALL BE RESTRICTED FROM
REALIZING UPON ANY PORTION OF THE EQUITY INTERESTS IN, OR OTHER SECURITIES
ISSUED BY, ANY SUBSIDIARY CONSTITUTING COLLATERAL SECURING OBLIGATIONS UNDER THE
SENIOR NOTES DOCUMENTS OR (B) PURSUANT TO CLAUSE (11) OF SECTION 9.01 OF THE
INDENTURE, AS IN EFFECT ON THE DATE HEREOF, THE LIENS OF THE SENIOR NOTES
COLLATERAL AGENT ON ANY EQUITY INTERESTS IN, OR OTHER SECURITIES ISSUED BY, ANY
SUBSIDIARY SHALL HAVE BEEN RELEASED, IN EACH CASE SOLELY TO THE EXTENT NECESSARY
FOR THE SEPARATE FINANCIAL STATEMENTS OF SUCH SUBSIDIARY NOT TO BE
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REQUIRED UNDER THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION, THEN (I) THE ADMINISTRATIVE AGENT SHALL BE RESTRICTED FROM REALIZING
UPON