THE CONTINUANCE OF ANY EVENT OF DEFAULT, AT THE REASONABLE
REQUEST OF THE COLLATERAL AGENT, FOR THE BENEFIT OF THE COLLATERAL AGENT, CAUSE
ANY REGISTRATION, QUALIFICATION UNDER OR COMPLIANCE WITH ANY FEDERAL OR STATE
SECURITIES LAW OR LAWS TO BE EFFECTED WITH RESPECT TO ALL OR ANY PART OF THE
SECURITIES COLLATERAL AS SOON AS PRACTICABLE AND AT THE SOLE COST AND EXPENSE OF
THE PLEDGORS.
EACH PLEDGOR WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION TO BE EFFECTED (AND BE KEPT EFFECTIVE) AND WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH QUALIFICATION AND COMPLIANCE TO BE
EFFECTED (AND BE KEPT EFFECTIVE) AS MAY BE SO REQUESTED AND AS WOULD PERMIT OR
FACILITATE THE SALE AND DISTRIBUTION OF SUCH SECURITIES COLLATERAL INCLUDING
REGISTRATION UNDER THE SECURITIES ACT (OR ANY SIMILAR STATUTE THEN IN EFFECT),
APPROPRIATE QUALIFICATIONS UNDER APPLICABLE BLUE SKY OR OTHER STATE SECURITIES
LAWS AND APPROPRIATE COMPLIANCE WITH ALL OTHER REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY.
EACH PLEDGOR SHALL USE ITS COMMERCIALLY REASONABLE
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EFFORTS TO CAUSE THE COLLATERAL AGENT TO BE KEPT ADVISED IN WRITING AS TO THE
PROGRESS OF EACH SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE AND AS TO THE
COMPLETION THEREOF, SHALL FURNISH TO THE COLLATERAL AGENT SUCH NUMBER OF
PROSPECTUSES, OFFERING CIRCULARS OR OTHER DOCUMENTS INCIDENT THERETO AS THE
COLLATERAL AGENT FROM TIME TO TIME MAY REQUEST, AND SHALL INDEMNIFY AND SHALL
CAUSE THE ISSUER OF THE SECURITIES COLLATERAL TO INDEMNIFY THE COLLATERAL AGENT
AND ALL OTHERS PARTICIPATING IN THE DISTRIBUTION OF SUCH SECURITIES COLLATERAL
AGAINST ALL CLAIMS, LOSSES, DAMAGES AND LIABILITIES CAUSED BY ANY UNTRUE
STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED THEREIN (OR
IN ANY RELATED REGISTRATION STATEMENT, NOTIFICATION OR THE LIKE) OR BY ANY
OMISSION (OR ALLEGED OMISSION) TO STATE THEREIN (OR IN ANY RELATED REGISTRATION
STATEMENT, NOTIFICATION OR THE LIKE) A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
(D)
IF THE COLLATERAL AGENT DETERMINES TO EXERCISE ITS RIGHT TO SELL
ANY OR ALL OF THE SECURITIES COLLATERAL OR INVESTMENT PROPERTY, UPON WRITTEN
REQUEST, THE APPLICABLE PLEDGOR SHALL FROM TIME TO TIME FURNISH TO THE
COLLATERAL AGENT ALL SUCH INFORMATION AS THE COLLATERAL AGENT MAY REQUEST IN
ORDER TO DETERMINE THE NUMBER OF SECURITIES INCLUDED IN THE SECURITIES
COLLATERAL OR INVESTMENT PROPERTY WHICH MAY BE SOLD BY THE COLLATERAL AGENT AS
EXEMPT TRANSACTIONS UNDER THE SECURITIES ACT AND THE RULES OF THE SECURITIES AND
EXCHANGE COMMISSION THEREUNDER, AS THE SAME ARE FROM TIME TO TIME IN EFFECT.
(E)
EACH PLEDGOR FURTHER AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN THIS SECTION 9.4 WILL CAUSE IRREPARABLE INJURY TO THE COLLATERAL
AGENT AND THE OTHER SECURED PARTIES, THAT THE COLLATERAL AGENT AND THE OTHER
SECURED PARTIES HAVE NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH AND, AS
A CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN THIS SECTION 9.4 SHALL
BE SPECIFICALLY ENFORCEABLE AGAINST SUCH PLEDGOR, AND SUCH PLEDGOR HEREBY WAIVES
AND AGREES NOT TO