REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION APPLICABLE THERETO.
SUCH
PLEDGOR AGREES TO USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH ISSUER TO COMPLY
WITH THE PROVISIONS OF THE SECURITIES OR "BLUE SKY" LAWS OF ANY AND ALL STATES
AND THE DISTRICT OF COLUMBIA THAT THE COLLATERAL AGENT SHALL REASONABLY
DESIGNATE AND TO MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS PRACTICABLE,
AN EARNINGS STATEMENT (WHICH NEED NOT BE AUDITED) THAT WILL SATISFY THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT.
(B)
SUCH PLEDGOR RECOGNIZES THAT THE COLLATERAL
AGENT MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL SUCH PLEDGED STOCK, BY
REASON OF CERTAIN PROHIBITIONS CONTAINED IN THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR OTHERWISE, AND MAY BE COMPELLED TO RESORT TO ONE OR
MORE PRIVATE SALES THEREOF TO A RESTRICTED GROUP OF PURCHASERS WHICH WILL BE
OBLIGED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH SECURITIES FOR THEIR OWN
ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE
THEREOF.
SUCH PLEDGOR ACKNOWLEDGES AND AGREES THAT ANY SUCH PRIVATE SALE MAY
RESULT IN PRICES AND OTHER TERMS LESS FAVORABLE THAN IF SUCH SALE WERE A PUBLIC
36
SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, AGREES THAT ANY SUCH PRIVATE SALE SHALL BE DEEMED TO HAVE BEEN
MADE IN A COMMERCIALLY REASONABLE MANNER.
THE COLLATERAL AGENT SHALL NOT BE
UNDER ANY OBLIGATION TO DELAY A SALE OF ANY OF THE PLEDGED STOCK FOR THE PERIOD
OF TIME NECESSARY TO PERMIT THE ISSUER THEREOF TO REGISTER SUCH SECURITIES FOR
PUBLIC SALE UNDER THE SECURITIES ACT, OR UNDER APPLICABLE STATE SECURITIES LAWS,
EVEN IF SUCH ISSUER WOULD AGREE TO DO SO.
(C)
SUCH PLEDGOR AGREES TO USE ITS REASONABLE
BEST EFFORTS TO DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AS MAY BE NECESSARY
TO MAKE SUCH SALE OR SALES OF ALL OR ANY PORTION OF SUCH PLEDGED STOCK PURSUANT
TO THIS SUBSECTION 6.7 VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL
OTHER APPLICABLE REQUIREMENTS OF LAW.
SUCH PLEDGOR FURTHER AGREES THAT A BREACH
OF ANY OF THE COVENANTS CONTAINED IN THIS SUBSECTION 6.7 WILL CAUSE IRREPARABLE
INJURY TO THE COLLATERAL AGENT AND THE LENDERS, THAT THE COLLATERAL AGENT AND
THE LENDERS HAVE NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH AND, AS A
CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN THIS SUBSECTION 6.7 SHALL
BE SPECIFICALLY ENFORCEABLE AGAINST SUCH PLEDGOR, AND, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, SUCH PLEDGOR HEREBY WAIVES AND AGREES NOT TO ASSERT ANY
DEFENSES AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS EXCEPT FOR
A DEFENSE THAT NO EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING UNDER THE
CREDIT AGREEMENT.
6.8
WAIVER; DEFICIENCY.
EACH GRANTING PARTY
SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE OR OTHER
DISPOSITION OF THE SECURITY COLLATERAL ARE INSUFFICIENT TO PAY IN FULL THE LOANS
AND, TO THE EXTENT THEN DUE AND OWING,