shall be held by the
Administrative Agent in a Cash Collateral Account maintained under its sole
dominion and control. All Proceeds while held by the Administrative Agent in a
Cash Collateral Account (or by such Grantor in trust for the Administrative
Agent) shall continue to be held as collateral security for the Secured
Obligations and shall not constitute payment thereof until applied as provided
in the Credit Agreement.
Section 5.5 Registration Rights.
(A)
IF THE ADMINISTRATIVE AGENT SHALL DETERMINE TO EXERCISE ITS RIGHT
TO SELL ANY OR ALL OF THE PLEDGED EQUITY COLLATERAL PURSUANT TO SECTION 5.1, AND
IF IN THE OPINION OF THE ADMINISTRATIVE AGENT IT IS NECESSARY OR ADVISABLE TO
HAVE THE PLEDGED EQUITY COLLATERAL, OR ANY PORTION THEREOF TO BE REGISTERED
UNDER THE PROVISIONS OF THE SECURITIES ACT, THE RELEVANT GRANTOR WILL CAUSE THE
ISSUER THEREOF TO (I) EXECUTE AND DELIVER, AND 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 OPINION OF THE
ADMINISTRATIVE AGENT, NECESSARY OR ADVISABLE TO REGISTER THE PLEDGED EQUITY
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 PLEDGED EQUITY
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 GRANTOR AGREES TO
CAUSE SUCH ISSUER TO COMPLY WITH THE PROVISIONS OF THE SECURITIES OR "BLUE SKY"
LAWS OR OTHER COMPARABLE LAW OF ANY JURISDICTION 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 11(A) OF THE SECURITIES ACT.
(B)
EACH GRANTOR RECOGNIZES THAT THE ADMINISTRATIVE AGENT MAY BE
UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL THE PLEDGED EQUITY COLLATERAL BY
REASON OF CERTAIN PROHIBITIONS CONTAINED
22
in the Securities Act and applicable state securities laws or otherwise or may
determine that a public sale is impracticable or not commercially reasonable
and, accordingly, may 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 Grantor 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