PURSUANT TO SECTION 8 HEREOF,
AND IF IN THE OPINION OF THE LENDER IT IS NECESSARY OR ADVISABLE TO HAVE THE
PLEDGED STOCK AND/OR THE PLEDGED LLC INTERESTS AND/OR THE PLEDGED PARTNERSHIP
INTERESTS, OR THAT PORTION THEREOF TO BE SOLD, REGISTERED UNDER THE PROVISIONS
OF THE SECURITIES ACT, EACH PLEDGOR WILL CAUSE ANY OR ALL OF THE ISSUERS TO (I)
EXECUTE AND DELIVER, AND CAUSE THE OFFICERS OF SUCH ISSUERS TO EXECUTE AND
DELIVER, ALL SUCH INSTRUMENTS AND DOCUMENTS, AND DO OR CAUSE TO BE DONE ALL SUCH
OTHER ACTS AS MAY BE, IN THE OPINION OF THE LENDER, NECESSARY OR ADVISABLE TO
REGISTER THE SHARES OF PLEDGED STOCK, OR THAT PORTION OF THEM TO BE SOLD, UNDER
THE PROVISIONS OF THE SECURITIES ACT, (II) TO USE ITS BEST EFFORTS TO CAUSE THE
REGISTRATION
8
STATEMENT RELATING THERETO TO BECOME EFFECTIVE AND TO REMAIN EFFECTIVE FOR A
PERIOD OF ONE YEAR FROM THE DATE OF THE FIRST PUBLIC OFFERING OF THE SHARES OF
PLEDGED STOCK, OR THAT PORTION THEREOF TO BE SOLD, AND (III) TO MAKE ALL
AMENDMENTS THERETO AND/OR TO THE RELATED PROSPECTUS WHICH, IN THE OPINION OF THE
LENDER, ARE NECESSARY OR ADVISABLE, ALL IN CONFORMITY WITH THE REQUIREMENTS OF
THE SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION APPLICABLE THERETO.
EACH PLEDGOR AGREES TO CAUSE THE ISSUERS TO
COMPLY WITH THE PROVISIONS OF THE SECURITIES OR "BLUE SKY" LAWS OF ANY AND ALL
JURISDICTIONS WHICH THE LENDER SHALL DESIGNATE AND TO MAKE AVAILABLE TO ITS
SECURITY HOLDERS, AS SOON AS PRACTICABLE, AN EARNINGS STATEMENT (WHICH NEED NOT
BE AUDITED) WHICH WILL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES
ACT.
(B)
EACH PLEDGOR RECOGNIZES THAT THE LENDER MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ANY OR ALL THE PLEDGED STOCK, ANY OR ALL OF THE PLEDGED LLC
INTERESTS, OR ANY OR ALL OF THE PLEDGED PARTNERSHIP INTERESTS, 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.
EACH
PLEDGOR ACKNOWLEDGES AND AGREES THAT ANY SUCH PRIVATE SALE MAY RESULT IN PRICES
AND OTHER TERMS LESS FAVORABLE TO THE LENDER THAN IF SUCH SALE WERE A PUBLIC
SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH PRIVATE SALE
SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER.
THE
LENDER SHALL BE UNDER NO OBLIGATION TO DELAY A SALE OF ANY OF THE PLEDGED STOCK,
ANY OR ALL OF THE PLEDGED LLC INTERESTS, OR ANY OR ALL OF THE PLEDGED
PARTNERSHIP INTERESTS FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUERS TO
REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE SECURITIES ACT, OR UNDER
APPLICABLE STATE SECURITIES LAWS, EVEN IF