BE CONDUCTED BY AN AUCTIONEER OR ANY OFFICER OR AGENT OF THE
ADMINISTRATIVE AGENT.
(G)
IF, AT THE ORIGINAL TIME OR TIMES APPOINTED FOR THE SALE OF THE
WHOLE OR ANY PART OF THE COLLATERAL, THE HIGHEST BID, IF THERE BE BUT ONE SALE,
SHALL BE INADEQUATE TO DISCHARGE IN FULL ALL THE SECURED OBLIGATIONS, OR IF THE
COLLATERAL HAS BEEN OFFERED FOR SALE IN LOTS, AND IF AT ANY OF SUCH SALES, THE
HIGHEST BID FOR THE LOT OFFERED FOR SALE WOULD INDICATE TO THE ADMINISTRATIVE
AGENT, IN ITS DISCRETION, THAT THE PROCEEDS OF THE SALES OF THE WHOLE OF THE
COLLATERAL WOULD BE UNLIKELY TO BE SUFFICIENT TO DISCHARGE ALL THE SECURED
OBLIGATIONS, THE ADMINISTRATIVE AGENT MAY, ON ONE OR MORE OCCASIONS AND IN ITS
SOLE DISCRETION, POSTPONE EFFECTUATING ANY OF SAID SALES BY PUBLIC ANNOUNCEMENT
AT THE TIME OF SALE OR THE TIME OF
53
PREVIOUS POSTPONEMENT OF SALE, AND NO OTHER NOTICE OF SUCH POSTPONEMENT OR
POSTPONEMENTS OF SALE NEED BE GIVEN, ANY OTHER NOTICE BEING HEREBY WAIVED;
PROVIDED, HOWEVER, THAT ANY SALE OR SALES MADE AFTER SUCH POSTPONEMENT SHALL BE
AFTER TEN (10) DAYS NOTICE TO THE BORROWER AGENT.
(H)
IF, AT ANY TIME WHEN THE ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION DETERMINES, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, THAT, IN CONNECTION WITH ANY ACTUAL OR CONTEMPLATED EXERCISE
OF ITS RIGHTS (WHEN PERMITTED UNDER THIS SECTION 10.7(H) TO SELL THE WHOLE OR
ANY PART OF THE PLEDGED COLLATERAL HEREUNDER, IT IS NECESSARY OR ADVISABLE TO
EFFECT A PUBLIC REGISTRATION OF ALL OR PART OF THE PLEDGED COLLATERAL PURSUANT
TO THE SECURITIES ACT OF 1933, AS AMENDED (OR ANY SIMILAR STATUTE THEN IN
EFFECT) (THE "ACT"), SUCH BORROWER SHALL, IN AN EXPEDITIOUS MANNER, CAUSE THE
PLEDGED ENTITIES TO:
(I)
PREPARE AND FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
(THE "COMMISSION") A REGISTRATION STATEMENT WITH RESPECT TO THE PLEDGED SHARES
AND IN GOOD FAITH USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION
STATEMENT TO BECOME AND REMAIN EFFECTIVE;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND
TO COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE SALE OR OTHER
DISPOSITION OF THE PLEDGED SHARES COVERED BY SUCH REGISTRATION STATEMENT
WHENEVER THE ADMINISTRATIVE AGENT SHALL DESIRE TO SELL OR OTHERWISE DISPOSE OF
THE PLEDGED SHARES;
(III)
FURNISH TO THE ADMINISTRATIVE AGENT SUCH NUMBERS OF COPIES OF A
PROSPECTUS AND A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF
THE ACT, AND SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REQUEST IN
ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF THE PLEDGED SHARES
BY THE ADMINISTRATIVE AGENT;
(IV)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE
PLEDGED SHARES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AND
PUERTO RICO