OF SUCH RESTRICTIONS AND
LIMITATIONS THE COLLATERAL AGENT MAY, WITH RESPECT TO ANY SALE OF THE PLEDGED
SECURITIES, LIMIT THE PURCHASERS TO THOSE WHO WILL REPRESENT AND AGREE, AMONG
OTHER THINGS, TO ACQUIRE SUCH PLEDGED SECURITIES FOR THEIR OWN ACCOUNT FOR
INVESTMENT, AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF, AND UPON
CONSUMMATION OF ANY SUCH SALE THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO
ASSIGN, TRANSFER AND DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE
COLLATERAL SO SOLD. EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT IN LIGHT OF SUCH
RESTRICTIONS AND LIMITATIONS, THE COLLATERAL AGENT, IN ITS SOLE AND ABSOLUTE
DISCRETION (BUT SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT), (A) MAY
PROCEED TO MAKE SUCH A SALE WHETHER OR NOT A REGISTRATION STATEMENT FOR THE
PURPOSE OF REGISTERING SUCH PLEDGED SECURITIES OR PART THEREOF SHALL HAVE BEEN
FILED UNDER THE FEDERAL SECURITIES LAWS OR EQUIVALENT LEGISLATION IN ANY OTHER
JURISDICTION AND (B) MAY APPROACH AND NEGOTIATE WITH A SINGLE POTENTIAL
PURCHASER TO EFFECT SUCH SALE. EACH PLEDGOR 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 SECURITIES 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 10 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 11.
REGISTRATION, ETC. EACH PLEDGOR AGREES THAT, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT HEREUNDER, IF FOR
ANY REASON THE COLLATERAL AGENT DESIRES TO SELL ANY OF THE PLEDGED SECURITIES OF
THE BORROWER AT A PUBLIC SALE, IT WILL, AT ANY TIME AND FROM TIME TO TIME, UPON
THE REASONABLE WRITTEN REQUEST OF THE COLLATERAL AGENT, USE ITS COMMERCIALLY
REASONABLE EFFORTS TO TAKE OR TO CAUSE THE ISSUER OF SUCH PLEDGED SECURITIES TO
TAKE SUCH ACTION AND PREPARE, DISTRIBUTE, FILE AND/OR CAUSE TO BECOME EFFECTIVE
SUCH 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 (COLLECTIVELY,
"INDEMNITEES") FROM AND AGAINST ALL LOSS, LIABILITY, EXPENSES, COSTS OF COUNSEL
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND OUT-OF-POCKET EXPENSES TO
THE COLLATERAL AGENT OF LEGAL COUNSEL) AND CLAIMS (INCLUDING THE REASONABLE
COSTS OF INVESTIGATION) THAT THEY MAY INCUR INSOFAR