"SECURITIES LAWS") WITH RESPECT TO ANY DISPOSITION OF THE
PLEDGED COLLATERAL PERMITTED HEREUNDER.
EACH GRANTOR UNDERSTANDS THAT
COMPLIANCE WITH THE SECURITIES LAWS MIGHT VERY STRICTLY LIMIT THE COURSE OF
CONDUCT OF THE ADMINISTRATIVE AGENT IF THE ADMINISTRATIVE AGENT WERE TO ATTEMPT
TO DISPOSE OF ALL OR ANY PART OF THE PLEDGED COLLATERAL, AND MIGHT ALSO LIMIT
THE EXTENT TO WHICH OR THE MANNER IN WHICH ANY SUBSEQUENT TRANSFEREE OF ANY
PLEDGED COLLATERAL COULD DISPOSE OF THE SAME.
SIMILARLY, THERE MAY BE OTHER
LEGAL RESTRICTIONS OR LIMITATIONS AFFECTING THE ADMINISTRATIVE AGENT IN ANY
ATTEMPT TO DISPOSE OF ALL OR PART OF THE PLEDGED COLLATERAL UNDER APPLICABLE
"BLUE SKY" OR OTHER STATE SECURITIES LAWS OR SIMILAR LAWS ANALOGOUS IN PURPOSE
OR EFFECT IN THE UNITED STATES OR CANADA OR ANY PROVINCE OR TERRITORY THEREOF.
EACH GRANTOR RECOGNIZES THAT IN LIGHT OF SUCH RESTRICTIONS AND LIMITATIONS THE
ADMINISTRATIVE AGENT MAY, WITH RESPECT TO ANY SALE OF THE PLEDGED COLLATERAL,
LIMIT THE PURCHASERS TO THOSE WHO WILL AGREE, AMONG OTHER THINGS, TO ACQUIRE
SUCH PLEDGED COLLATERAL FOR THEIR OWN ACCOUNT, FOR INVESTMENT, AND NOT WITH A
VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
EACH GRANTOR ACKNOWLEDGES AND
AGREES THAT IN LIGHT OF SUCH RESTRICTIONS AND LIMITATIONS, THE ADMINISTRATIVE
AGENT, IN ITS SOLE AND ABSOLUTE DISCRETION (A) MAY PROCEED TO MAKE SUCH A SALE
WHETHER OR NOT A REGISTRATION STATEMENT FOR THE PURPOSE OF REGISTERING SUCH
PLEDGED COLLATERAL OR PART
29
THEREOF SHALL HAVE BEEN FILED UNDER THE SECURITIES LAWS AND (B) MAY APPROACH AND
NEGOTIATE WITH A SINGLE POTENTIAL PURCHASER TO EFFECT SUCH SALE.
EACH GRANTOR
ACKNOWLEDGES AND AGREES THAT ANY SUCH SALE MIGHT RESULT IN PRICES AND OTHER
TERMS LESS FAVOURABLE TO THE SELLER THAN IF SUCH SALE WERE A PUBLIC SALE WITHOUT
SUCH RESTRICTIONS.
IN THE EVENT OF ANY SUCH SALE, THE ADMINISTRATIVE AGENT
SHALL INCUR NO RESPONSIBILITY OR LIABILITY FOR SELLING ALL OR ANY PART OF THE
PLEDGED COLLATERAL AT A PRICE THAT THE ADMINISTRATIVE AGENT, IN ITS SOLE AND
ABSOLUTE DISCRETION, MAY IN GOOD FAITH DEEM REASONABLE UNDER THE CIRCUMSTANCES,
NOTWITHSTANDING THE POSSIBILITY THAT A SUBSTANTIALLY HIGHER PRICE MIGHT HAVE
BEEN REALIZED IF THE SALE WERE DEFERRED UNTIL AFTER REGISTRATION AS AFORESAID OR
IF MORE THAN A SINGLE PURCHASER WERE APPROACHED.
THE PROVISIONS OF THIS
SECTION 4.04 WILL APPLY NOTWITHSTANDING THE EXISTENCE OF A PUBLIC OR PRIVATE
MARKET UPON WHICH THE QUOTATIONS OR SALES PRICES MAY EXCEED SUBSTANTIALLY THE
PRICE AT WHICH THE ADMINISTRATIVE AGENT SELLS.
SECTION 4.05.
REGISTRATION.
EACH GRANTOR AGREES THAT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IF FOR ANY REASON THE
ADMINISTRATIVE AGENT DESIRES TO SELL ANY OF THE PLEDGED COLLATERAL AT A PUBLIC
SALE, IT WILL, AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF
THE ADMINISTRATIVE AGENT, USE ITS BEST EFFORTS TO TAKE OR TO CAUSE THE ISSUER OF
SUCH PLEDGED COLLATERAL TO TAKE SUCH ACTION AND PREPARE, DISTRIBUTE AND/OR FILE
SUCH DOCUMENTS, AS ARE REQUIRED OR ADVISABLE IN THE REASONABLE OPINION OF
COUNSEL