Common use of Registration, etc Clause in Contracts

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 124.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 4.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 4.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for and in every such case, upon receipt by any reason Pledgor from the Collateral Agent desires Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock, such Pledgor as soon as practicable and at its expense will cause such registration to be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the Borrower at a public sale, it will, at any time sale and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, use Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its best efforts expense will cause such registration to take be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or to cause facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each If the Collateral Agent reasonably determines that it is necessary to sell any of the Pledged Securities at a public sale, the Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it Pledgor will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer Issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Without limiting any of its other indemnification obligations under the Loan Documents, the Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates Affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including the reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselAgent), and claims (including the reasonable costs of investigation) that they any of them may incur insofar as such loss, liability, expense or claim arises out of of, or is based upon upon, any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer Issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each The Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer Issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Securities Act, Blue Sky Laws or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each The Pledgor will bear all costs and expenses of carrying out its their obligations under this Section 129. Each The Pledgor acknowledges that there is no adequate remedy at law for failure by it them to comply with the provisions of this Section 12 9 and that such failure would not be adequately compensable in damages, and therefore agrees agree that its their agreements contained in this Section 12 9 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to such Pledgor such -------- information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor Grantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Grantor further agrees to indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Grantor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Grantor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Grantor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each Pledgor Guarantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Guarantor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses of legal counsel to the Collateral Agent of legal counsel)of, and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Guarantor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Guarantor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Guarantor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor Guarantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its reasonable efforts to cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if if, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Pledgors will bear all costs and expenses of carrying out its their obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor Grantor agrees that, upon the occurrence and during the continuance of an Event of Default hereundera Default, if for any reason the Collateral Agent desires to sell any of the Pledged Securities Investment Property owned or held by or on behalf of the Borrower such Grantor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, acting at the direction of the Applicable Representative, in the case of an Acceleration Default, and Majority Creditors, in the case of an Actionable Default, use its best efforts to take or to cause cause, where applicable, the issuer of such Pledged Securities Investment Property to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesInvestment Property. Each Pledgor Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur incur, insofar as such loss, liability, expense or claim claim, as applicable, relates to such Grantor or any of its property, and arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Grantor or the issuer of such Pledged Securities Investment Property, as applicable, by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause cause, where applicable, the issuer of such Pledged Securities Investment Property to qualify, file or register, any of the Pledged Securities Investment Property owned or held by or on behalf of such Grantor under the Blue Sky or other securities laws of such states as may be requested by are necessary or appropriate under the Collateral Agent circumstances and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Grantor will bear all costs and expenses of carrying out its obligations under this Section 12Section. Each Pledgor Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements, provided that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Stock against all claims, losses, damages or liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderand acceleration of the Notes then, if for any reason and in every such case, upon receipt by the Pledgor from the Collateral Agent desires of a written request or requests that the Pledgor cause any registration, qualification or compliance under any Federal or any state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock, the Borrower Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best commercially reasonable efforts to take or cause such registration to be declared effective (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be declared effective (and be kept effective) as may be so requested and as would permit or facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided that the Collateral Agent shall furnish to the Pledgor -------- such information regarding the Collateral Agent as the Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Any such registration shall be effected in accordance with customary underwriting practices and in compliance with applicable law. The Pledgor will 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, will furnish to the Collateral Agent such number of legal counsel)prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may reasonably request, and claims will indemnify the Collateral Agent and all others participating in the distribution of such Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Administrative Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Administrative Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Administrative Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Administrative Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Administrative Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky blue sky or other securities laws of such states as may be requested by the Collateral Administrative Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereunder, if for shall have occurred and be continuing and any reason Pledgor shall have received from the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at Pledgee a public sale, it will, at any time and from time to time, upon the written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral consisting of Securities, distribute and/or file such documentsLimited Liability Company Interests or Partnership Interests, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee and all other Secured Creditors participating in the distribution of such Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if if, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Pledgors will bear all costs and expenses of carrying out its their obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Such Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Such Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1211. Each Such Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires shall determine to sell any of the Pledged Securities Stock of the Borrower respective Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities Stock to take (a) execute and deliver, and use its best efforts to cause the directors and officers of such action issuer to execute and preparedeliver, distribute and/or file all such instruments and documents, and do or cause to be done all such other acts as are required or advisable may be, in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses necessary or advisable to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as register such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circularPledged Stock, or arises out of or is based upon any alleged omission to state a material fact required that portion thereof to be stated therein or necessary sold, under the provisions of the Federal Securities Laws, (b) use its best efforts to make cause the statements in any thereof registration statement relating thereto to become effective and to remain effective for a period of not misleading, except insofar as more than one year from the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or date of the issuer first public offering of such Pledged Securities by Stock, or that portion thereof to be sold and (c) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral Agent Agent, are necessary or any other Secured Party expressly for use thereinadvisable, all in conformity with the requirements of the Federal Securities Laws and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each The respective Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities Stock to qualify, file or register, any of the Pledged Securities Stock under the Blue Sky or other securities laws of such states of the United States as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each Pledgor Parent agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Parent further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured PartyCreditors, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselAgent), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Parent or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party Creditors expressly for use therein. Each Pledgor Parent further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such regions, nations, states or provinces as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Parent will bear all costs and expenses of carrying out its obligations under this Section 124.04. Each Pledgor Parent acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 4.04 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 4.04 may be specifically enforced.

Registration, etc. Each Pledgor and Guarantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor and Guarantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor and Guarantor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor and Guarantor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor and Guarantor will bear all costs and expenses of carrying out its obligations under this Section 1213. Each Pledgor and Guarantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 13 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 13 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, the Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 123.04. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 3.04 and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 3.04 only may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and the Pledgor shall have received from the Pledgee a written request or requests that the Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the collateral consisting of equity securities issued by Parent or MDI (the "Pledged Securities of Securities"), the Borrower Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer of such Pledged Securities to take such action sale and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale distribution of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided, that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, Parent and Subsidiary and all others participating in the distribution of such Pledged Securities against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereunder, if for shall have occurred and be continuing and any reason Pledgor shall have received from the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at Pledgee a public sale, it will, at any time and from time to time, upon the written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral consisting of Securities, distribute and/or file such documentsLimited Liability Company Interests or Partnership Interests, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements; PROVIDED, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee and all other Secured Creditors participating in the distribution of such Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Administrative Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Administrative Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Administrative Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Administrative Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Administrative Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Administrative Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.. ARTICLE VI INDEMNITY, SUBROGATION AND SUBORDINATION

Registration, etc. Each Pledgor agrees that, upon the ------------------ occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Euro Collateral Agent desires to sell any of the Pledged Securities of the Borrower such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Euro Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Euro Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Euro Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Euro Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Euro Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Euro Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 124.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 4.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 4.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable and documented fees and expenses to the Collateral Agent of legal counsel), and claims (including the reasonable and documented costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor Grantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, documents as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Grantor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus prospectus, notification or offering circular (or any amendment or supplement thereto) or in any notification or offering circular), or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Grantor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Grantor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or Guarantee and Collateral Agreement register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Grantor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Euro Collateral Agent desires to sell any of the Pledged Securities of the Borrower such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Euro Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Euro Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Euro Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Euro Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Euro Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Euro Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each Pledgor The Parent agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor The Parent further agrees to indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor the Parent or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor The Parent further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be maybe requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Parent will bear all costs and expenses of carrying out its obligations under this Section 123.04. Each Pledgor The Parent acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 3.04 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 3.04 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have ------------------ occurred and be continuing then, if for and in every such case, upon receipt by any reason Pledgor from the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Stock, use Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its best efforts expense will cause such registration to take be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or to cause facilitate the issuer sale and distribution of such Pledged Collateral, including, without limitation, registration under the Securities to take such action and prepare, distribute and/or file such documentsAct, as are then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other government requirements, provided that the Collateral Agent shall furnish to such Pledgor -------- such information regarding the Collateral Agent as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or advisable in the reasonable opinion of counsel for compliance. Such Pledgor will cause the Collateral Agent to permit be kept advised in writing as to the public sale progress of each such Pledged Securities. Each Pledgor further agrees registration, qualification or compliance and as to indemnifythe completion thereof, defend will 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 reasonably request, and hold harmless will indemnify the Collateral Agent, each other Secured Party, any underwriter Creditor and their respective officers, directors, affiliates and controlling persons from and all others participating in the distribution of such Collateral against all lossclaims, liabilitylosses, expenses, costs of counsel damages and liabilities caused by any untrue statement (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor Obligor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent Agent, acting at the written direction of the Administrative Agent, desires to sell any of the Pledged Securities of the Borrower Investment Property Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, subject to the Intercreditor Agreement, use its best commercially reasonable efforts to take or to cause the issuer of such each applicable Pledged Securities Interests Issuer to take such action and prepare, distribute and/or file such documents, documents as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesInvestment Property Collateral. Each Pledgor Obligor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus prospectus, notification or offering circular (or any amendment or supplement thereto) or in any notification or offering circular), or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Grantor or the issuer of such Pledged Securities Interests Issuer by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Obligor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such applicable Pledged Securities Interests Issuer to qualify, file or register, any of the Pledged Securities Investment Property Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Obligor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor Obligor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.

Registration, etc. Each Pledgor Grantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent Lender desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral AgentLender, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and to prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent Lender to permit the public sale of such Pledged Securities. Each Pledgor The Grantors further agrees to indemnify, defend and hold harmless the Collateral AgentLender, each other Secured Party, any member of the Lender Group and any underwriter and their respective officers, directors, affiliates and controlling persons (within the meaning of Section 20 of the Securities Exchange Act of 1934) from and against all loss, liability, expenses, costs costs, fees and disbursements of counsel (including, without limitation, a reasonable fees and expenses estimate of the cost to the Collateral Agent Lender of legal counsel), and claims (including the costs of investigation) that which they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by arises out of any untrue statement or omission based upon information furnished in writing to such Pledgor the Grantors or the issuer of such Pledged Securities by the Collateral Agent Lender, any member of the Lender Group or any other Secured Party the underwriter expressly for use therein. Each Pledgor The Lender (with respect to such information furnished by it) shall indemnify, defend and hold harmless each Grantor or the issuer of such Pledged Securities and their respective officers, directors, affiliates and controlling persons (within the meaning of Section 20 of the Securities Exchange Act of 1934) upon the same terms as are applicable to such Grantor pursuant hereto. The Grantors further agrees, upon such written request referred to above, agrees to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent Lender and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Grantors will bear all costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced. The Lender agrees to utilize only the services of underwriters and brokers unaffiliated with any member of the Lender Group, and no remuneration shall be paid to any member of the Lender Group, in effecting the public sale of the Pledged Securities.

Registration, etc. Each Pledgor Grantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Grantor further agrees to indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Grantor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Grantor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Grantor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.. ARTICLE VI

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, use Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its best efforts expense will cause such registration to take be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or to cause facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the reasonable written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute distribute, file and/or file cause to become effective such documents, documents as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons (collectively, “indemnitees”) from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and out-of-pocket expenses to the Collateral Agent of legal counsel), ) and claims (including the reasonable costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred refereed to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all reasonable costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each Pledgor Guarantor agrees that, after the occurrence of the First Lien Termination Date upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Guarantor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Second Lien Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselAgent), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor the Guarantor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Second Lien Secured Party expressly for use therein. Each Pledgor Guarantor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such regions, nations, states or provinces as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Guarantor will bear all costs and expenses of carrying out its obligations under this Section 124.04. Each Pledgor Guarantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 4.04 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 4.04 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Administrative Agent desires to sell any of the Pledged Securities of the Parent Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Administrative Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Administrative Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Administrative Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Administrative Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky "blue sky" or other securities laws of such states as may be requested by the Collateral Administrative Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor Grantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Administrative Agent desires to sell any of the Pledged Securities Investment Related Property owned or held by or on behalf of the Borrower such Grantor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Administrative Agent, use its best efforts to take or to cause cause, where applicable, the issuer of such Pledged Securities Investment Related Property to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Administrative Agent to permit the public sale of such Pledged SecuritiesInvestment Related Property. Each Pledgor Grantor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur incur, insofar as such loss, liability, expense or claim claim, as applicable, relates to such Grantor or any of its property, and arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor Grantor or the issuer of such Pledged Securities Investment Related Property, as applicable, by the Collateral Administrative Agent or any other Secured Party expressly for use therein. Each Pledgor Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause cause, where applicable, the issuer of such Pledged Securities Investment Related Property to qualify, file or register, any of the Pledged Securities Investment Related Property owned or held by or on behalf of such Grantor under the Blue Sky or other securities laws of such states as may be requested by the Collateral Administrative Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Grantor will bear all costs and expenses of carrying out its obligations under this Section 12Section. Each Pledgor Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor Guarantor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor Guarantor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselAgent), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor the Guarantor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor Guarantor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such regions, nations, states or provinces as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor Guarantor will bear all costs and expenses of carrying out its obligations under this Section 124.04. Each Pledgor Guarantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 4.04 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 4.04 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, use Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its best efforts expense will cause such registration to take be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or to cause facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, PROVIDED, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereunder, if for shall have occurred and be continuing and any reason Pledgor shall have received from the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at Pledgee a public sale, it will, at any time and from time to time, upon the written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral consisting of Securities, distribute and/or file such documentsLimited Liability Company Interests or Partnership Interests, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee and all other Secured Creditors participating in the distribution of such Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for and in every such case, upon receipt by the Pledgor from the Pledgee of a written request or requests that the Pledgor cause any reason the Collateral Agent desires registration, qualification or compliance under any Federal, state or other applicable securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Securities, the Borrower Pledgor as soon as practicable and at a public sale, it will, at any time its expense will cause such registration to be effected (and from time be kept effective) and will cause such qualification and compliance to time, upon be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action sale and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale distribution of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky, state or other applicable securities laws and expenses appropriate compliance with any other government requirements; provided that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Securities against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agreespossible purchaser to effect such sale, upon and (iii) may restrict such written request referred sale to abovea purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to use its best efforts to qualify, file the distribution or register, or cause the issuer sale of such Pledged Securities to qualifyor part thereof. In the event of any such sale, file the Pledgee shall incur no responsibility or register, liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole and absolute discretion, in good faitx xxxxx xxxsonable under the Blue Sky or other securities laws of such states circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforcedaforesaid.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderfollowing a Discharge of Senior Lender Claims, if if, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.. ARTICLE VI. [Intentionally Omitted]

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereunder, if for any reason shall have occurred and be continuing and the Collateral Agent desires to sell any of Pledgor shall have received from the Pledged Securities of the Borrower at Pledgee a public sale, it will, at any time and from time to time, upon the written request or requests that the Pledgor cause any registration, qualification or compliance under any federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities or Limited Liability Company Interests, the Pledgor as soon as practicable and at its expense will use its best commercially reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use 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 issuer sale and distribution of such Pledged Collateral consisting of Securities to take such action and prepareor Limited Liability Company Interests, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee and all other Secured Creditors participating in the distribution of such Collateral consisting of Securities or Limited Liability Company Interests against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees If, upon the occurrence of an Event of Default, the Collateral Agent reasonably determines that it is necessary to sell any of the Pledged Securities at a public sale, the Pledgors agree that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it Pledgors will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer Issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees Without limiting any of their other indemnification obligations under the Loan Documents, the Pledgors agree to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates Affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including the reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselAgent), and claims (including the reasonable costs of investigation) that they any of them may incur insofar as such loss, liability, expense or claim arises out of of, or is based upon upon, any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor the Pledgors or the issuer Issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor The Pledgors further agreesagree, upon such written request referred to above, to use its their best efforts to qualify, file or register, or cause the issuer Issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Securities Act, Blue Sky Laws or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Pledgors will bear all costs and expenses of carrying out its their obligations under this Section 129. Each Pledgor acknowledges The Pledgors acknowledge that there is no adequate remedy at law for failure by it them to comply with the provisions of this Section 12 9 and that such failure would not be adequately compensable in damages, and therefore agrees agree that its their agreements contained in this Section 12 9 may be specifically enforced.

Registration, etc. Each The Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each The Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each The Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each The Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each The Pledgor acknowledges that there is no adequate remedy at law for failure by it the Pledgor to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its his agreements contained in this his Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the reasonable written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute distribute, file and/or file cause to become effective such documents, documents as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons (collectively, “indemnitees”) from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and out-of-pocket expenses to the Collateral Agent of legal counsel), ) and claims (including the reasonable costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all reasonable costs and expenses of carrying out its obligations under this Section 1211. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 11 may be specifically enforced.

Registration, etc. Each If the Agent reasonably determines that it is necessary to sell any of the Pledged Securities at a public sale, each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it such Pledgor will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer Issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Without limiting any of its other indemnification obligations under the Loan Documents, each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Credit Party, any underwriter and their respective officers, directors, affiliates Affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including the reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselAgent), and claims (including the reasonable costs of investigation) that they any of them may incur insofar as such loss, liability, expense or claim arises out of of, or is based upon upon, any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer Issuer of such Pledged Securities by the Collateral Agent or any other Secured Credit Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer Issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Securities Act, Blue Sky Laws or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Pledgors will bear all costs and expenses of carrying out its their obligations under this Section 129. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it them to comply with the provisions of this Section 12 9 and that such failure would not be adequately compensable in damages, and therefore agrees agree that its their agreements contained in this Section 12 9 may be specifically enforced.

Registration, etc. Each The Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each The Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each The Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each The Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best reasonable efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are reasonably required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have ------------------ occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements, provided that the Pledgee shall furnish to such Pledgor such -------- information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Stock against all claims, losses, damages or liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for and in every such case, upon receipt by any reason Pledgor from the Collateral Agent desires Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Securities, Limited Liability Company Interests or Partnership Interests of, or owned by, such Pledgor, such Pledgor as soon as practicable and at its expense will cause such registration to be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the Borrower at a public sale, it will, at any time sale and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The respective Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1214. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 14 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 14 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.. ARTICLE VI

Registration, etc. Each Pledgor agrees that(a) If there shall have occurred and be continuing and after written notice as provided in the Orders, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any and acceleration of the Pledged Securities of Revolving Notes in accordance with the Borrower at a public saleDIP Credit Agreement then, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral consisting of Securities, distribute and/or file such documentsLimited Liability Company Interests or Partnership Interests, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee and all other Secured Creditors participating in the distribution of such Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be con tinuing an Event of Default hereunderthen, if for and in every such case, upon receipt by any reason Pledgor from the Collateral Agent desires Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Securities, such Pledgor as soon as practicable and at its expense will cause such registration to be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept ef fective) as may be so requested and as would permit or facilitate the Borrower at a public sale, it will, at any time sale and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale distribution of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registra tion under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, PROVIDED, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, quali fication or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Securities against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable and documented fees and expenses to the Collateral Agent of legal counsel), and claims (including the 127 9 reasonable and documented costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of If an Event of Default hereundershall have occurred and be continuing and the Pledgor shall have received from the Pledgee a written request or requests that the Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Securities, the Borrower Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its own expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer of such Pledged Securities to take such action sale and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale distribution of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, and reasonably do or cause to be done all such other acts and things as may be necessary to permit the sale of the Pledged Securities to be made in compliance with Federal and applicable State securities laws; provided, that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee and all others participating in the distribution of such Pledged Securities against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission omission) to state therein (or in any related transaction statement, notification or the like) a material fact required to be stated therein or necessary to make the statements not misleading in any thereof not misleadinglight of the circumstances under which they were made, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to the Pledgor by the Pledgee, or such Pledgor or others participating in the issuer distribution of such Pledged Securities by the Collateral Agent or any other Secured Party Securities, expressly for use therein. Each Pledgor further agreesIf at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, upon such written request referred Pledged Securities or the part thereof to abovebe sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as then in effect, the Pledgee may sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee, in its sole discretion (i) may proceed to use make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser or purchasers who will represent and agree that such purchaser is purchasing for its best efforts own account, for investment, and not with a view to qualify, file the distribution or register, or cause the issuer sale of such Pledged Securities to qualifyor part thereof. In the event of any such sale, file the Pledgee shall incur no responsibility or register, liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole discretion, may in good xxxxx xxxx reasonable under the Blue Sky or other securities laws of such states circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrationsaforesaid. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced1.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default or a Bankruptcy Event hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower Collateral at a public sale, subject to applicable Gaming Laws, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged SecuritiesCollateral. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities Collateral to qualify, file or register, any of the Pledged Securities Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 125.05. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 5.05 only and that such failure would not be adequately compensable in damagesdamages and, and therefore therefore, agrees that its agreements contained in this Section 12 5.05 may be specifically enforced.. ARTICLE VI. [Intentionally Omitted]

Registration, etc. Each If the Lender reasonably determines that it is necessary to sell any of the Pledged Securities at a public sale, each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it such Pledgor will, at any time and from time to time, upon the written request of the Collateral AgentLender, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent Lender to permit the public sale of such Pledged Securities. Each Without limiting or duplicating any of its other indemnification obligations under the Loan Agreement or the other Loan Documents, each Pledgor further agrees to indemnify, defend and hold harmless the Collateral AgentLender, each other Secured Party, any underwriter underwriter, and their respective officers, directors, affiliates Affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including the reasonable fees and expenses of legal counsel to the Collateral Agent of legal counselLender), and claims (including the reasonable costs of investigation) that they any of them may incur insofar as such loss, liability, expense or claim arises out of of, or is based upon upon, any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Lender or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Securities Act, Blue Sky Laws or other securities laws of such states as may be requested by the Collateral Agent Lender and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 129. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 9 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 9 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and the Companies shall have received from the Pledgee a written request or requests that the Companies cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock, the Borrower as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to the Collateral Agent Borrower such information regarding the Pledgee as the Borrower may request in writing and as shall be required in connection with any such registration, qualification or compliance. The Borrower will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof light of the circumstances under which made, not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Borrower by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Collat eral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason Federal or State securities law or laws to be effected to the Collateral Agent desires extent practicable with respect to sell all or any part of the Pledged Securities of the Borrower Securities, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer of such Pledged Securities to take such action sale and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale distribution of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Securities against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof light of the circumstances under which made, not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best commercially reasonable efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute distribute, file and/or file cause to become effective such documents, documents as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons (collectively, “indemnitees”) from and against all loss, liability, reasonable expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), ) and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1222. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 22 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 22 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue 223 9 statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities (or the applicable partnership or limited liability company) to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable and documented fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such any Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Pledgors will bear all costs and expenses of carrying out its their obligations under this Section 12. Each Pledgor acknowledges The Pledgors acknowledge that there is no adequate remedy at law for failure by it them to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees agree that its their agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor The Pledgors will bear all costs and expenses of carrying out its their obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements, provided that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify, to the extent permitted by law, the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Stock against all claims, losses, damages or liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all losslosses, liabilityliabilities, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsela single counsel in New York and such other local and special counsel as may be reasonably necessary in connection therewith), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information that is furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each limitation, registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other government requirements, provided that the Pledgee shall furnish to the Pledgor agrees thatsuch information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connection with any such registration, upon qualification or compliance. The Pledgor will cause the occurrence Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and during as to the continuance completion thereof, will furnish to the Pledgee such number of an Event of Default hereunderprospectuses, if for any reason offering circulars or other documents incident thereto as the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and Pledgee from time to timetime may reasonably request, upon and will indemnify the written request of Pledgee and all others participating in the Collateral Agent, use its best efforts to take or to cause the issuer distribution of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and Stock against all lossclaims, liabilitylosses, expenses, costs of counsel damages and liabilities caused by any untrue statement (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agreeshave been filed under such Securities Act, upon (ii) may approach and negotiate with a single possible purchaser to effect such written request referred sale, and (iii) may restrict such sale to abovea purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to use its best efforts to qualify, file the distribution or register, or cause the issuer sale of such Pledged Securities to qualifyor part thereof. In the event of any such sale, file the Pledgee shall incur no responsibility or register, liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole and absolute discretion, may in good faitx xxxx xxxsonable under the Blue Sky or other securities laws of such states circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforcedaforesaid.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of an be continuing (i) a Bankruptcy Default or Notified Acceleration Event or (ii) any other Event of Default hereunderor Acceleration Event, if for but in the case of this clause (ii) only to the extent the Required Secured Creditors have so directed, then in either such case, upon receipt by the Pledgor from the Pledgee of a written request or requests that the Pledgor cause any reason the Collateral Agent desires registration, qualification or compliance under any Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock (it being understood that the Borrower Pledgee shall not under any circumstances be required to make such request), the Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take cause such registration to be effected (and be kept effective) as may be so requested and as would permit or to cause facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements, provided that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee and all others participating in the distribution of such Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Securities, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take or cause such registration to be effected (and be kept effective) and will use its best 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 issuer of such Pledged Securities to take such action sale and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale distribution of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Securities against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related 20 registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and the Pledgor shall have received from the Pledgee a written request or requests that the Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock, the Borrower Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; PROVIDED, that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower (except for Pledged Securities issued by a Foreign Subsidiary) at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directorsdirectors , affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its reasonable best efforts to take or cause such registration to be effected (and be kept effective) and will use its reasonable best efforts to cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any notification related registration statement or other offering circular, document) or arises out of by any omission (or is based upon any alleged omission omission) to state therein (or in any related registration statement or other offering document) a material fact required to be stated therein or necessary to make the statements in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to timein every such case, upon receipt by any Pledgor from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral Agentconsisting of Securities, Limited Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at its expense will use its reasonable best efforts to take or cause such registration to be effected (and be kept effective) and will use its reasonable best efforts to cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareCollateral, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, provided -------- that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of be continuing an Event of Default hereunderthen, if for and in every such case, upon receipt by any reason Pledgor from the Collateral Agent desires Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock, such Pledgor as soon as practicable and at its expense will cause such registration to be effected (and be kept effective) and will cause such qualification and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the Borrower at a public sale, it will, at any time sale and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, PROVIDED, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing (or failed to be furnished) to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon If at any time when the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Administrative Agent desires shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Administrative Agent may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the Borrower at a public saleforegoing, it will, at in any time and from time to time, upon such event the written request of the Collateral Administrative Agent, use in its best efforts sole and absolute discretion, (i) may proceed to take make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to cause effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the issuer distribution or sale of such Pledged Securities to take or part thereof. In the event of any such action and preparesale, distribute and/or file such documents, as are required the Administrative Agent shall incur no responsibility or advisable in liability for selling all or any part of the reasonable opinion of counsel for Pledged Securities at a price which the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (Loan Documents including, without limitation, reasonable fees in Section 11 hereof shall survive any such termination) and expenses the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Collateral Agent Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of legal counsel)this Agreement as provided above, and claims will duly assign, transfer and deliver to the Pledgors (including the costs without recourse and without any representation or warranty) such of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by in the Collateral possession of the Administrative Agent and keep effectiveas has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, or cause to be kept effective“Termination Date” shall mean the date upon which all of the Commitments have been terminated, all such qualificationsLoans have been paid in full in immediately available funds, filings all Letters of Credit have expired or registrations. Each Pledgor will bear been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all costs and expenses of carrying out its other Obligations (other than contingent indemnification obligations under this Section 12. Each Pledgor acknowledges that there is for which no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable claim has been made) have been paid in damages, and therefore agrees that its agreements contained full in this Section 12 may be specifically enforcedimmediately available funds.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. 181 9 Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees Grantor recognizes that, upon by reason of certain prohibitions contained in the occurrence Securities Act and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and applicable state securities laws as in effect from time to time, upon the written request Assignee may be compelled, with respect to any sale of all or any part of the Collateral AgentEquity Interests conducted without registration or qualification under the Securities Act and such state securities laws, use its best efforts to take limit purchasers to any one or more persons who will represent and agree, among other things, to cause acquire such Equity Interests for their own account, for investment and not with a view to the issuer of distribution or resale thereof. Each Grantor acknowledges that any such Pledged Securities to take private sales may be made in such action manner and prepare, distribute and/or file under such documents, circumstances as are required the Assignee may deem necessary or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the its sole and absolute discretion, including at prices and on terms less favorable than those obtainable through a public sale of without such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel restrictions (including, without limitation, reasonable fees and expenses a public offering made pursuant to a registration statement under the Collateral Agent of legal counselSecurities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and claims (including agrees that the costs Assignee shall have no obligation to conduct any public sales and no obligation to delay the sale of investigation) that they may incur insofar as such loss, liability, expense or claim arises out any Equity Interests for the period of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or time necessary to make permit its registration for public sale under the statements in Securities Act and applicable state securities laws, and shall not have any thereof responsibility or liability as a result of its election so not misleadingto conduct any such public sales or delay the sale of any Equity Interests, except insofar as notwithstanding the same possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Grantor hereby waives any claims against the Assignee, the Lenders or the Purchaser arising by reason of the fact that the price at which any Equity Interests may have been caused by sold at any untrue statement private sale was less than the price that might have been obtained at a public sale or omission based upon information furnished in writing to such Pledgor or was less than the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any aggregate amount of the Pledged Securities under Obligations, even if the Blue Sky or other securities laws of Assignee accepts the first offer received and does not offer such states as may be requested by the Collateral Agent and keep effective, or cause Equity Interests to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforcedmore than one offeree.

Registration, etc. Each Pledgor agrees that, upon the occurrence (a) If there shall have occurred and during the continuance of an be continuing (i) a Bankruptcy Default or Notified Acceleration Event or (ii) any other Event of Default hereunderor Acceleration Event, if for but in the case of this clause (ii) only to the extent the Required Secured Creditors have so directed them, then in either such case, upon receipt by the Pledgor from the Pledgee of a written request or requests that the Pledgor cause any reason the Collateral Agent desires registration, qualification or compliance under any Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock (it being understood that the Borrower Pledgee shall not under any circumstances be required to make such request), the Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts to take cause such registration to be effected (and be kept effective) as may be so requested and as would permit or to cause facilitate the issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other governmental requirements, provided that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee and all others participating in the distribution of such Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished in writing to such the Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party Pledgee expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunderDefault, if if, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of the Borrower Stock, such Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best efforts reasonable efforts, to take or the extent it has the right and authority to do so, to cause the issuer of such Pledged Securities Stock to take effect (and to keep effective) a registration and will use its reasonable efforts to cause such action qualification and prepare, distribute and/or file such documents, compliance to be effected (and be kept effective) as are required may be so requested and as would permit or advisable in facilitate the reasonable opinion of counsel for the Collateral Agent to permit the public sale and distribution of such Pledged Securities. Each Pledgor further agrees to indemnifyStock, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements; provided that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Such Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the Collateral Agent progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will cause to be furnished to the Pledgee by the issuer such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of by any omission (or is based upon any alleged omission 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 in any thereof therein not misleading, except insofar as the same may have been caused by any an untrue statement or omission based upon information furnished (or failed to be furnished) in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent Pledgee or any such other Secured Party Creditor expressly for use therein. Each Pledgor further agreesshall have been filed under such Securities Act; (ii) may approach and negotiate with a single possible purchaser to effect such sale; and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, upon such written request referred for investment, and not with a view to above, to use its best efforts to qualify, file the distribution or register, or cause the issuer sale of such Pledged Securities to qualifyor part thereof. In the event of any such sale, file the Pledgee shall incur no responsibility or register, liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole and absolute discretion, may in good faitx xxxx xxxsonable under the Blue Sky or other securities laws of such states circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforcedaforesaid.

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of (a) If an Event of Default hereundershall have occurred and be continuing and the Pledgor shall have received from the Pledgee a written request or requests that the Pledgor cause any registration, if for qualification or compliance under any reason the Collateral Agent desires Federal or state securities law or laws to sell be effected with respect to all or any part of the Pledged Securities of Stock, the Borrower Pledgor as soon as practicable and at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, its expense will use its best reasonable efforts to take or cause such registration to be effected (and be kept effective) and will use its 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 issuer sale and distribution of such Pledged Securities to take such action and prepareStock, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees registration under the Securities Act of 1933 as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and expenses appropriate compliance with any other government requirements, PROVIDED that the Pledgee shall furnish to the Collateral Agent Pledgor such information regarding the Pledgee as the Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of legal counsel)each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request, and claims will indemnify the Pledgee and all others participating in the distribution of the Pledged Stock against all claims, losses, damages and liabilities caused by any untrue statement (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement statement) of a material fact contained in any prospectus therein (or any amendment or supplement thereto) or in any related registration statement, notification or offering circular, the like) or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement omission (or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.alleged

Registration, etc. Each Pledgor agrees that, upon the ------------------ occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Administrative Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Administrative Agent, use its best efforts to take or to cause the issuer of such Pledged Securities Parent Borrower to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Administrative Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Administrative Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities Parent Borrower by the Collateral Administrative Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities Parent Borrower to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Administrative Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.regis-

Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, but only so long as the Event of Default is continuing, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 1213. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 13 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 13 may be specifically enforced.