REGISTER THE
COLLATERAL, OR THAT PORTION THEREOF TO BE SOLD, UNDER THE PROVISIONS OF THE
SECURITIES ACT, (II) USE ITS BEST EFFORTS TO CAUSE THE REGISTRATION 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 COLLATERAL, OR THAT
PORTION THEREOF TO BE SOLD, AND (III) MAKE ALL AMENDMENTS THERETO AND/OR TO THE
RELATED PROSPECTUS WHICH, IN THE OPINION OF THE ADMINISTRATIVE AGENT, 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 EACH ISSUER TO
COMPLY WITH THE PROVISIONS OF THE SECURITIES OR "BLUE SKY" LAWS OF ANY AND ALL
JURISDICTIONS WHICH THE ADMINISTRATIVE AGENT 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 II (A)
OF THE SECURITIES ACT.
(E)
EACH PLEDGOR RECOGNIZES THAT THE
ADMINISTRATIVE AGENT MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL THE
COLLATERAL, 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 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 ADMINISTRATIVE AGENT SHALL BE UNDER NO OBLIGATION TO DELAY A SALE
OF ANY OF THE COLLATERAL 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.
(F)
IF THE ADMINISTRATIVE AGENT SHALL
DETERMINE TO EXERCISE ITS RIGHT TO SELL ANY OR ALL OF THE COLLATERAL PURSUANT TO
SECTION 5.4, EACH PLEDGOR AGREES TO USE ITS 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 THE COLLATERAL PURSUANT TO THIS SECTION 5.5 VALID AND BINDING
AND IN COMPLIANCE WITH ANY AND ALL OTHER APPLICABLE LAWS.
EACH PLEDGOR FURTHER
AGREES THAT A BREACH OF ANY OF THE COVENANTS CONTAINED IN THIS SECTION 5.5 WILL
CAUSE IRREPARABLE INJURY TO THE ADMINISTRATIVE AGENT AND THE LENDERS, THAT THE
ADMINISTRATIVE 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 SECTION 5.5 SHALL BE