Common use of Registration of Stock Clause in Contracts

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral pursuant to this Section 7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged Collateral, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), each Pledgor agrees to use its best efforts to cause the Issuers of such Pledged Collateral or portion thereof contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counsel, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counsel, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral pursuant to this Section 7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged Collateral, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), each Pledgor agrees to use its best efforts to cause the Issuers of such Pledged Collateral or portion thereof contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent Lender shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7ss.7, and if in the opinion of counsel for the Administrative Agent Lender it is necessary, or if in the reasonable opinion of the Administrative Agent Lender it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each the Pledgor agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselLender, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each The Pledgor agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent Lender shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent Lender shall determine elect to exercise its Lxxxxx's right to sell or otherwise dispose of all or any or all of the Pledged Collateral pursuant to this Section 7Stock at public or private sale, and if if, in the opinion of counsel for the Administrative Agent Lxxxxx's counsel, it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, necessary to have the Pledged Collateral, Stock or that any portion thereof to be sold, registered under the provisions of the Securities Act of 1933Act, as amended (the “Securities Act”), each Pledgor Grantor unconditionally agrees and covenants to use its Grantor's best efforts to cause cause: (1) the Issuers issuer(s) of such Pledged Collateral the Stock, its directors and officers, to take all action necessary to register the Stock or the portion thereof contemplated of the Stock to be solddisposed of, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counsel, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause Act, at Grantor's expense; (2) the registration statement relating thereto to the Stock to become effective and to remain effective so for a period of 9 months not less than one (1) year from the date such registration statement became effectiveof the first public offering of the Stock or that portion of the Stock to be disposed of, and to make all amendments thereto or and to the related prospectus or both thatprospectus, which, in the reasonable opinion of the Administrative Agent or its Lender and Lxxxxx's counsel, are may be necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers ; (3) the issuer(s) of the Stock to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which that the Administrative Agent Lender shall designate designate; and to cause such issuer or issuers (4) the issuer(s) of the Stock to make available to its security holders, as soon as practicablepractical (but in no event later than sixteen (16) months after the effective date of such registration statement), an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first month after the effective date of any such registration statement, which earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in this section of the Agreement may cause irreparable injury to Lxxxxx, and that Lender will have no adequate remedy at law with respect to any such breach, and, as a consequence, that Gxxxxxx's covenants as set forth in this Agreement are enforceable against Grantor. Grantor hereby waives, to the extent such waiver is enforceable under law, and Grantor shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Grantor is not in default under any of Grantor's Indebtedness in favor of Lxxxxx. Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lxxxxx's broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor's behalf and in Grantor's name, and hereby irrevocably appoints Lxxxxx as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lxxxxx's discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue "entitlement orders" concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code.

Registration of Stock. If the Administrative Agent shall determine Lender elects to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral pursuant to this Section 7ARTICLE VI, and if in the opinion of counsel for the Administrative Agent Lender it is necessary, necessary or if in the reasonable opinion of the Administrative Agent it is advisable, advisable to have the Pledged Collateral, Collateral (or that the portion thereof to be sold, ) registered under the provisions of the Securities Act Act, the relevant Grantor will, at any time and from time to time upon the written request of 1933the Lender, as amended (the “Securities Act”), each Pledgor agrees to use its best commercially reasonable efforts to take or cause the Issuers issuer of such Pledged Collateral to take such action, and prepare, distribute and file such documents, as are necessary or portion thereof contemplated advisable in the reasonable opinion of counsel for the Lender to be sold, permit the public sale of such Pledged Collateral including to (a) execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such Pledgorinstruments, all such instruments agreements and documents, and to do or cause to be done all such other acts and things as may be necessary orbe, in the reasonable opinion of the Administrative Agent Lender, necessary or its counsel, advisable to register and sell such Pledged Collateral under the provisions of in compliance with the Securities Act and Act, (ii) use its commercially reasonable efforts to cause the related registration statement relating thereto to become effective and to remain effective for a period of 9 months one year from the date of the first public offering of such registration statement became effectivePledged Collateral, and to (b) make all amendments thereto or and/or to the related prospectus or both thatwhich, in the reasonable opinion of the Administrative Agent or its counselLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable theretothereto or in the opinion of any underwriters selected by the Lender to effectuate such purchase. Each Pledgor Grantor further agrees to indemnify, defend and hold harmless the Lender, any underwriter and their respective directors, officers, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Lender), 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 therein 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 Grantor or the issuer of such Pledged Collateral by the Lender expressly for use therein. Each Grantor further agrees, upon written request, to use its best commercially reasonable efforts to qualify, file or register, or cause the issuer of such issuer Pledged Collateral to (i) qualify, file or issuers to comply with the provisions register, any of the securities or “Pledged Collateral under the "Blue Sky” " or other securities laws of any jurisdiction which such states as may be requested by the Administrative Agent shall designate Lender and keep effective all such qualifications, filings or registrations and (ii) to cause such issuer or issuers to promptly make available to its security holders, as soon as practicable, holders an earnings statement which will satisfy the provisions of Section section 11(a) of the Securities Act. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section.

Registration of Stock. If Subject at all times to the Administrative Agent shall determine provisions of the Intercreditor Agreement and the Subordination Agreement, if the Pledgees elects to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral pursuant to this Section 7, Agreement and if in the opinion of counsel for the Administrative Agent Pledgees it is necessary, necessary or if in the reasonable opinion of the Administrative Agent it is advisable, advisable to have the Pledged Collateral, Collateral (or that the portion thereof to be sold, ) registered under the provisions of the Securities Act Act, the Pledgor will, at any time and from time to time upon the written request of 1933the Pledgees, as amended (the “Securities Act”), each Pledgor agrees to use its best efforts to take or cause the Issuers issuer of such Pledged Collateral to take such action, and prepare, distribute and file such documents, as are necessary or portion thereof contemplated advisable in the reasonable opinion of counsel for the Pledgees to be sold, permit the public sale of such Pledged Collateral including to (a) execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such Pledgorinstruments, all such instruments agreements and documents, and to do or cause to be done all such other acts and things as may be necessary orbe, in the reasonable opinion of the Administrative Agent Pledgees, necessary or its counsel, advisable to register and sell such Pledged Collateral under the provisions of in compliance with the Securities Act and Act, (ii) use its best efforts to cause the related registration statement relating thereto to become effective and to remain effective for a period of 9 months one year from the date of the first public offering of such registration statement became effectivePledged Collateral, and to (b) make all amendments thereto or and/or to the related prospectus or both thatwhich, in the reasonable opinion of the Administrative Agent or its counselPledgees, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto or in the opinion of any underwriters selected by the Pledgees to effectuate such purchase. Pledgor further agrees to indemnify, defend and hold harmless the Pledgees, any underwriter and their respective directors, officers, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Pledgees), 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 therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to Pledgor or the issuer of such Pledged Collateral by the Pledgees expressly for use therein. Each Pledgor agrees further agrees, upon written request, to use its best efforts to qualify, file or register, or cause the issuer of such issuer Pledged Collateral to (i) qualify, file or issuers to comply with the provisions register, any of the securities or Pledged Collateral under the “Blue Sky” or other securities laws of any jurisdiction which such states as may be requested by the Administrative Agent shall designate Pledgees and keep effective all such qualifications, filings or registrations and (ii) to cause such issuer or issuers to promptly make available to its security holders, as soon as practicable, holders an earnings statement which will satisfy the provisions of Section section 11(a) of the Securities Act. Pledgor will bear all costs and expenses of carrying out its obligations under this subsection (c).

Registration of Stock. If the Administrative Collateral Agent shall determine --------------------- to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7(S)7, and if in the opinion of counsel for the Administrative Collateral Agent it is necessary, or if in the reasonable opinion of the Administrative Collateral Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, sold to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became becomes effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Collateral Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a11 (a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7ss.7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent Lender shall determine elect to exercise its right to sell or otherwise dispose of all or any or all part of the Pledged Collateral pursuant to this Section 7, at public or private sale and if in the opinion of counsel for the Administrative Agent Lender, it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, necessary to have the Pledged Collateral, Stock or that any portion thereof to be sold, registered under the provisions of the Securities Act of 1933Act, as amended (the “Securities Act”), each Pledgor agrees Grantor unconditionally and covenants to use its best efforts to cause cause: (a) the Issuers issuer(s) of such Pledged Collateral the Stock, its directors and officers, to take all action necessary to register the Stock or the portion thereof contemplated to be solddisposed of, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counsel, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause Act, at Grantor's expense, (b) the registration statement relating thereto to become effective and to remain effective so for a period of 9 months not less than one (1 ) year from the date such registration statement became effectiveof the first public offering of the Stock or that portion thereof to be disposed of, and to make all amendments thereto or and to the related prospectus or both thatprospectus, which, in the reasonable opinion of the Administrative Agent or Lender and its counsel, are may be necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers ; (c) the issuer(s) of the Stock to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which that the Administrative Agent Lender shall designate designate, and to cause such issuer or issuers (d) the issuer(s) of the Stock to make available to its security holders, as soon as practicablepractical (but in no event later than sixteen (16) months after the effective date of such registration statement), an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first month after the effective date of any such registration statement, which earnings statement which will Will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in (a) through (d) above may cause irreparable injury to Lender, and that Lender will have no adequate remedy at law with respect to any such breach, and, as a consequence, that Grantor's covenants as set forth in this Agreement are enforceable against Grantor. Grantor hereby waives, to the extent such waiver is enforceable under law, and Grantor shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Borrower is not in default under any of its Indebtedness in favor of Lender.

Registration of Stock. Grantor acknowledges that Pledgors have contemporaneously herewith pledged certain shares of the common stock of Grantor as security for the Indebtedness, and that Pledgors have agreed that upon the occurrence of an Event of Default, Lender shall have the right to sell such shares of stock at public or private sales. If the Administrative Agent any consent, approval, or authorization of any federal, state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of such stock, or any partial sale or other disposition of such stock, Grantor will execute all applications and other instruments as may be required in connection with securing any such consent, approval or authorization and will otherwise use its best efforts to secure same. If Lender shall determine to exercise its right to sell all or otherwise dispose any part of any or all of the Pledged Collateral pursuant to this Section 7, such stock and if in the opinion of counsel for the Administrative Agent to Lender it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, advisable to have such stock or the Pledged Collateral, or that portion thereof to be sold, sold registered under the provisions of the Securities Act of 1933, as amended (the “Securities "Act”"), each Pledgor agrees to use Grantor hereby agrees, at its best efforts to cause the Issuers of such Pledged Collateral or portion thereof contemplated to be sold, own cost and expense (i) to execute and deliver, and to cause the its directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all other such other acts and things things, as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselLender, advisable to register such Pledged Collateral stock, or the portion thereof to be sold, under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a such period of 9 months from the date such registration statement became effectiveas prospectuses are required by law to be furnished, and to make or cause to be made all amendments and supplements thereto or and to the related prospectus or both thatwhich, in the reasonable opinion of the Administrative Agent or its counselLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers , (ii) to make available to its security holders, holders as soon as practicable, practicable an earnings statement (which will satisfy need not be audited) covering a period of at least 12 months, beginning with the provisions of Section 11(a) of first month after the Securities Act.effective date of

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Borrower agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorBorrower's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Borrower agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Collateral Agent shall determine to exercise its --------------------- right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7, and if in the opinion of counsel for the Administrative Collateral Agent it is necessary, or if in the reasonable opinion of the Administrative Collateral Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Collateral Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to --------------------- exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7(S).7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a(S).11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise --------------------- its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7(S)7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor Holdings agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorHoldings' expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor Holdings agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent Lender shall determine elect to exercise its Xxxxxx's right to sell or otherwise dispose of all or any or all of the Pledged Collateral pursuant to this Section 7Stock at public or private sale, and if if, in the opinion of counsel for the Administrative Agent Xxxxxx's counsel, it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, necessary to have the Pledged Collateral, or that any portion thereof to be sold, registered under the provisions of the Securities Act of 1933Act, as amended (the “Securities Act”), each Pledgor Grantor unconditionally agrees and covenants to use its Grantor's best efforts to cause cause: (1) the Issuers issuers of such Pledged Collateral the Stock, its directors and officers, to take all action necessary to register the Stock or the portion thereof contemplated of the Stock to be solddisposed of, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counsel, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause Act, at Grantor's expense; (2) the registration statement relating thereto to the Stock to become effective and to remain effective so for a period of 9 months not less than one (1) year from the date such registration statement became effectiveof the first public offering of the or that portion of the Stock to be disposed of, and to make all amendments thereto or and to the related prospectus or both thatprospectus, which, in the reasonable opinion of the Administrative Agent or its Lender and Xxxxxx's counsel, are may be necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or ; (3) the issuers of the Stock to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which that the Administrative Agent Lender shall designate designate; and to cause such issuer or (4) the issuers of the Stock to make available to its security holders, as soon as practicablepractical (but in no event later than sixteen (16) months after the effective date of such registration statement), an earning statement which need not be audited) covering a period of at least twelve (12) months beginning with the first month after the effective date of any such registration statement, which earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in this section of the Agreement may cause irreparable injury to Xxxxxx, and that Lender will have no adequate remedy at law with respect to any such breach, and, as a consequence, the Grantor's covenants as set forth in this Agreement are enforceable against Grantor. Grantor hereby waives, to the extent such waiver is enforceable under law, and Grantor shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Grantor is not in default under any of Grantor's Indebtedness in favor of Xxxxxx.

Registration of Stock. If the Administrative Collateral Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7ss.7, and if in the opinion of counsel for the Administrative Collateral Agent it is necessary, or if in the reasonable opinion of the Administrative Collateral Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Collateral Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section §7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), each Pledgor the Company agrees to use its best efforts to cause the Issuers Issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 nine (9) months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), each Pledgor agrees the Borrowers agree to use its their best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorBorrowers’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 nine (9) months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees The Borrowers agree to use its their best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent Lender shall determine elect to exercise its Lxxxxx's right to sell or otherwise dispose of all or any or all of the Pledged Collateral pursuant to this Section 7Stock at public or private sale, and if if, in the opinion of counsel for the Administrative Agent Lxxxxx's counsel, it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, necessary to have the Pledged Collateral, Stock or that any portion thereof to be sold, registered under the provisions of the Securities Act of 1933Act, as amended (the “Securities Act”), each Pledgor Grantor unconditionally agrees and covenants to use its Grantor's best efforts to cause cause: (1) the Issuers issuer(s) of such Pledged Collateral the Stock, its directors and officers, to take all action necessary to register the Stock or the portion thereof contemplated of the Stock to be solddisposed of, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counsel, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause Act, at Grantor's expense; (2) the registration statement relating thereto to the Stock to become effective and to remain effective so for a period of 9 months not less than one ( 1) year from the date such registration statement became effectiveof the first public offering of the Stock or that portion of the Stock to be disposed of, and to make all amendments thereto or and to the related prospectus or both thatprospectus, which, in the reasonable opinion of the Administrative Agent or its Lender and Lxxxxx's counsel, are may be necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers ; (3) the issuer(s) of the Stock to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which that the Administrative Agent Lender shall designate designate; and to cause such issuer or issuers (4) the issuer(s) of the Stock to make available to its security holders, as soon as practicablepractical (but in no event later than sixteen (16) months after the effective date of such registration statement). an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first month after the effective date of any such registration statement, an which earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in this section of the Agreement may cause irreparable injury to Lxxxxx, and that Lender w ill have no adequate remedy at law with respect to any such breach, and, as a consequence, that Gxxxxxx's covenants as set forth in this Agreement are enforceable against Grantor. Granter hereby waives, to the extent such waiver is enforceable under law, and Granter shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Grantor is not in default under any of Grantor's Indebtedness in favor of Lxxxxx. Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies : (1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lxxxxx's broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor ; (4) execute any such control agreement on Grantor's behalf and in Grantor 's name, and hereby irrevocably appoints Lxxxxx as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney ; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lxxxxx's discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue "entitlement orders " concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code.

Registration of Stock. If the Administrative Collateral Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7(S)7, and if in the opinion of counsel for the Administrative Collateral Agent it is necessary, or if in the reasonable opinion of the Administrative Collateral Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor the Company agrees to use its best efforts to cause the Issuers issuer of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompany's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor The Company agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Collateral Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a(S)11(a) of the Securities Act.

Registration of Stock. If the Administrative Collateral Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section §7, and if in the opinion of counsel for the Administrative Collateral Agent it is necessary, or if in the reasonable opinion of the Administrative Collateral Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), each Pledgor agrees the Grantors agree to use its their best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorGrantors’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees The Grantors agree to use its their best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Collateral Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Collateral Stock pursuant to this Section 7ss.7, and if in the opinion of counsel for the Administrative Agent it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, to have the Pledged CollateralStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “"Securities Act”"), each Pledgor of the Companies agrees to use its best efforts to cause the Issuers issuer or issuers of such Pledged Collateral or portion thereof the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer issuer to execute and deliver, all at the expense of such PledgorCompanies' expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counselAgent, advisable to register such Pledged Collateral Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of 9 months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Administrative Agent or its counselAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor of the Companies agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which the Administrative Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Stock. If the Administrative Agent Lender shall determine elect to exercise its Lxxxxx's right to sell or otherwise dispose of all or any or all of the Pledged Collateral pursuant to this Section 7Stock at public or private sale, and if if, in the opinion of counsel for the Administrative Agent Lxxxxx's counsel, it is necessary, or if in the reasonable opinion of the Administrative Agent it is advisable, necessary to have the Pledged Collateral, Stock or that any portion thereof to be sold, registered under the provisions of the Securities Act of 1933Act, as amended (the “Securities Act”), each Pledgor Grantor unconditionally agrees and covenants to use its Grantor's best efforts to cause cause: (1) the Issuers issuer(s) of such Pledged Collateral the Stock, its directors and officers, to take all action necessary to register the Stock or the portion thereof contemplated of the Stock to be solddisposed of, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at the expense of such Pledgor, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent or its counsel, advisable to register such Pledged Collateral under the provisions of the Securities Act and to cause Act, at Grantor's expense; (2) the registration statement relating thereto to the Stock to become effective and to remain effective so for a period of 9 months not less than one (1) year from the date such registration statement became effectiveof the first public offering of the Stock or that portion of the Stock to be disposed of, and to make all amendments thereto or and to the related prospectus or both thatprospectus, which, in the reasonable opinion of the Administrative Agent or its Lender and Lxxxxx's counsel, are may be necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor agrees to use its best efforts to cause such issuer or issuers ; (3) the issuer(s) of the Stock to comply with the provisions of the securities or “"Blue Sky” " laws of any jurisdiction which that the Administrative Agent Lender shall designate designate; and to cause such issuer or issuers (4) the issuer(s) of the Stock to make available to its security holders, as soon as practicablepractical (but in no event later than sixteen (16) months after the effective date of such registration statement), an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first month after the effective date of any such registration statement, which earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in this section of the Agreement may cause irreparable injury to Lxxxxx, and that Lender will have no adequate remedy at law with respect to any such breach, and, as a consequence, that Gxxxxxx's covenants as set forth in this Agreement are enforceable against Grantor. Grantor hereby waives, to the extent such waiver is enforceable under law, and Grantor shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Grantor is not in default under any of Grantor's Indebtedness in favor of Lxxxxx.