OR ELSEWHERE.
THE COLLATERAL AGENT
SHALL APPLY THE NET PROCEEDS OF ANY ACTION TAKEN BY IT PURSUANT TO THIS
SUBSECTION 6.6, AFTER DEDUCTING ALL REASONABLE COSTS AND EXPENSES OF EVERY KIND
INCURRED IN CONNECTION THEREWITH OR INCIDENTAL TO
35
THE CARE OR SAFEKEEPING OF ANY OF THE SECURITY COLLATERAL OR IN ANY WAY RELATING
TO THE SECURITY COLLATERAL OR THE RIGHTS OF THE COLLATERAL AGENT AND THE OTHER
SECURED PARTIES HEREUNDER, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES AND DISBURSEMENTS, TO THE PAYMENT IN WHOLE OR IN PART OF THE OBLIGATIONS OF
THE RELEVANT GRANTING PARTY THEN DUE AND OWING, IN THE ORDER OF PRIORITY
SPECIFIED IN SUBSECTION 6.5 ABOVE, AND ONLY AFTER SUCH APPLICATION AND AFTER THE
PAYMENT BY THE COLLATERAL AGENT OF ANY OTHER AMOUNT REQUIRED BY ANY PROVISION OF
LAW, INCLUDING, WITHOUT LIMITATION, SECTION 9-615(A)(3) OF THE CODE, NEED THE
COLLATERAL AGENT ACCOUNT FOR THE SURPLUS, IF ANY, TO SUCH GRANTING PARTY.
TO
THE EXTENT PERMITTED BY APPLICABLE LAW, (I) SUCH GRANTING PARTY WAIVES ALL
CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE COLLATERAL AGENT OR ANY
OTHER SECURED PARTY ARISING OUT OF THE REPOSSESSION, RETENTION OR SALE OF THE
SECURITY COLLATERAL, OTHER THAN ANY SUCH CLAIMS, DAMAGES AND DEMANDS THAT MAY
ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE COLLATERAL
AGENT OR SUCH OTHER SECURED PARTY, AND (II) IF ANY NOTICE OF A PROPOSED SALE OR
OTHER DISPOSITION OF SECURITY COLLATERAL SHALL BE REQUIRED BY LAW, SUCH NOTICE
SHALL BE DEEMED REASONABLE AND PROPER IF GIVEN AT LEAST 10 DAYS BEFORE SUCH SALE
OR OTHER DISPOSITION.
6.7
REGISTRATION RIGHTS.
(A)
IF THE COLLATERAL AGENT SHALL DETERMINE TO
EXERCISE ITS RIGHT TO SELL ANY OR ALL OF THE PLEDGED STOCK PURSUANT TO
SUBSECTION 6.6, AND IF IN THE REASONABLE OPINION OF THE COLLATERAL AGENT IT IS
NECESSARY OR REASONABLY ADVISABLE TO HAVE THE PLEDGED STOCK, OR THAT PORTION
THEREOF TO BE SOLD, REGISTERED UNDER THE PROVISIONS OF THE SECURITIES ACT, THE
RELEVANT PLEDGOR WILL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE ISSUER
THEREOF TO (I) EXECUTE AND DELIVER, AND USE ITS BEST EFFORTS TO CAUSE THE
DIRECTORS AND OFFICERS OF SUCH ISSUER 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 REASONABLE OPINION OF THE COLLATERAL AGENT, NECESSARY OR ADVISABLE TO
REGISTER SUCH PLEDGED STOCK, OR THAT PORTION THEREOF TO BE SOLD, UNDER THE
PROVISIONS OF THE SECURITIES ACT, (II) USE ITS REASONABLE BEST EFFORTS TO CAUSE
THE REGISTRATION STATEMENT RELATING THERETO TO BECOME EFFECTIVE AND TO REMAIN
EFFECTIVE FOR A PERIOD OF NOT MORE THAN ONE YEAR FROM THE DATE OF THE FIRST
PUBLIC OFFERING OF SUCH PLEDGED STOCK, OR THAT PORTION THEREOF TO BE SOLD, AND
(III) MAKE ALL AMENDMENTS THERETO AND/OR TO THE RELATED PROSPECTUS WHICH, IN THE
REASONABLE OPINION OF THE COLLATERAL AGENT, ARE NECESSARY OR ADVISABLE, ALL IN
CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND