Common use of Investment Related Property Clause in Contracts

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative Agent may exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, each issuer of any Investment Related Property to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, or other instruments included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Investment Related Property. Each In view of the position of each Grantor recognizes thatin relation to the Investment-Related Property, by reason or because of certain prohibitions contained in other current or future circumstances, a question may arise under the Securities Act of 1933, as amendednow or hereafter in effect, or the rules any similar statute hereafter enacted analogous in purpose or effect (such Act and regulations promulgated thereunder (collectively, any such similar statute as from time to time in effect being called the “Federal Securities ActLaws”) with respect to any disposition of the Investment-Related Property permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Investment-Related Property, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Investment-Related Property under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may be compelledmay, with respect to any sale of all or any part of the Investment Investment-Related Property conducted without prior registration or qualification of such Investment Related Property under Property, limit the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment such Investment-Related Property for their own account, for investment investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Investment-Related Property, or any part thereof, shall have been filed under the Federal Securities Laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such private sale may be at might result in prices and on other terms less favorable to the seller than those obtainable through if such sale were a public sale without such restrictions (including a public offering made pursuant to a registration statement under restrictions. In the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that event of any such private sale shall be deemed to have been made in a commercially reasonable manner and that sale, the Administrative Agent shall have incur no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property responsibility or liability for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative Agent may exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, each issuer of any Investment Related Property to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, or other instruments included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of selling all or any part of the Investment Investment-Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until at a price that the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon themin its sole and absolute discretion, may proceed by in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a suit substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or suits if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at law or in equity to foreclose security interests created hereunder and sell which the Administrative Agent sells any such Investment Investment-Related Property. Virtus Investment Partners, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.Inc. Security Agreement

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent the Priority Lien Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Priority Lien Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Priority Lien Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Priority Lien Collateral Trustee all such information as Administrative Agent the Priority Lien Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Priority Lien Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, to the extent permitted by applicable law, each Grantor agrees that any such private sale sale, to the extent permitted by applicable law, shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related PropertyProperty after the occurrence and during the continuation of an Event of Default, and upon written request, each Grantor shall and shall use its best commercially reasonable efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During Upon the continuation occurrence of an Event of Default, Administrative Agent may exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, each issuer of any Investment Related Property to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, or other instruments included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Investment Related Property. In addition to the rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) 1933 and applicable state securities laws, Administrative Agent the Secured Party may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Secured Party determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Secured Party all such information as Administrative Agent the Secured Party may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each In addition to the rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agreeagree to, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. In addition to the rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agreeagree to, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Revolving Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Revolving Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation Revolving Collateral Agent determines, subject to the terms of an Event of Defaultthe Intercreditor Agreement, Administrative Agent may to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Revolving Collateral Agent all such information as Administrative the Revolving Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Revolving Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. (a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation Collateral Agent (acting at the written direction of an Event Holders owning a majority of Default, Administrative Agent may the aggregate outstanding principal amount of the Notes) determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral consisting of Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the such Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the such Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property of the shares of capital stock owned by any such Grantor to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the such Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. (a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale (including with a single potential purchaser) shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During In the continuation event of an Event any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of Defaultthe Investment Related Property at a price that the Collateral Agent, Administrative in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. If the Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer Issuer of any Investment Related Property Pledged Equity Interest to be sold hereunder, hereunder from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. In case The provisions of any sale of all or any part of this Section 7.5 will apply notwithstanding the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree existence of a court public or courts of competent jurisdictionprivate market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent Secured Party may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative Agent may If Secured Party determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent Secured Party all such information as Administrative Agent Secured Party may request in order to determine the number and nature of interest, shares, shares or other instruments Instruments included in the Investment Related Property which may be sold by Administrative Agent Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent Secured Party until the selling price is paid by the purchaser thereof, but Administrative Agent Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative AgentSecured Party, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Investment Related Property. Each Grantor The Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property included in the Collateral conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the such Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor The Borrower acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor the Borrower agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property included in the Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related PropertyProperty included in the Collateral, and upon written request, each Grantor shall the Borrower shall, and shall use its best commercially reasonable efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to to, furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may reasonably request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent Lender may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative Agent may If Lender determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent Lender all such information as Administrative Agent Lender may request in order to determine the number and nature of interest, shares, shares or other instruments Instruments included in the Investment Related Property which may be sold by Administrative Agent Lender in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent Lender until the selling price is paid by the purchaser thereof, but Administrative Agent Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative AgentLender, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Investment Related Property. Each In addition to the rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or amended (the rules and regulations promulgated thereunder (collectively, the “"Securities Act”") and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agreeagree to, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent the Parity Lien Collateral Trustee may be compelled, with respect to any sale of all or any part of the Collateral consisting of Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the such Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Parity Lien Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any such Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Parity Lien Collateral Trustee determines to exercise its right to sell any or all of the such Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Parity Lien Collateral Trustee all such information as Administrative Agent the Parity Lien Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the such Investment Related Property which may be sold by Administrative Agent the Parity Lien Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. (a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) 1933 and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. In case of any Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any part portion of the Investment Related Property on credit or for future deliverypursuant to this clause valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this clause will cause irreparable injury to the Collateral Agent and other Secured Parties, such that the Collateral so sold may be retained by Administrative Agent until and the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability other Secured Parties have no adequate remedy at law in case of the failure respect of such purchaser breach and, as a consequence, that each and every covenant contained in this clause shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to take up and pay assert any defense against an action for specific performance of such assets so sold and in case covenants except for a defense that no Event of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising Default has occurred under the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictionCredit Agreement.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, If Administrative Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best commercially reasonable efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may reasonably request in order to determine the number and nature of interest, shares, shares or other instruments Instruments included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Investment Related Property. In addition to the rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”) ), and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, upon the occurrence of and during the continuation of any Event of Default, upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, hereunder from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor and Holdings recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor and Holdings acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor and Holdings agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each the applicable Grantor or Holdings, as applicable, shall and shall use its best commercially reasonable efforts to cause, cause each issuer of any Investment Related Property Pledged Equity Interests to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent the Notes Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Notes Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Notes Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Notes Collateral Trustee all such information as Administrative Agent the Notes Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Notes Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During Subject to the continuation terms of an Event of Defaultthe Intercreditor Agreement, Administrative if the Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. In case of Notwithstanding anything to the contrary set forth herein, no Grantor shall be required to register any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit under federal or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictionstate securities laws.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) 1933 and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act of 1933 and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities ActAct of 1933) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act of 1933 or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Administrative Agent all such information as the Administrative Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by the Administrative Agent in exempt transactions under the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that the fact that any such sale is conducted as a private sale shall not, in and of itself, cause such sale to not be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company, in each case, which is a Subsidiary of such Grantor, from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. In addition to the rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) 1933 and applicable state securities laws, Administrative Agent the Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Collateral Trustee all such information as Administrative Agent the Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Term Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Term Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation Term Collateral Agent determines, subject to the terms of an Event of Defaultthe Intercreditor Agreement, Administrative Agent may to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Term Collateral Agent all such information as Administrative the Term Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Term Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. (a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent the Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Collateral Trustee all such information as Administrative Agent the Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. (a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) 1933 and applicable state securities laws, Administrative the Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act of 1933 and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act of 1933 or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Equity Interests to be sold hereunder, from time to time hereunder to furnish to Administrative the Agent all such information as Administrative the Agent may request in order to determine the number and nature of interestinterests, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Agent in exempt transactions under the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative If Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Equity Interests to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, or other instruments and shares included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such the Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelledcompelled in connection with the exercise of its remedies under the Credit Agreement following the occurrence and during the continuance of an Event of Default, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related PropertyProperty following the occurrence and during the continuance of an Event of Default, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state and provincial securities laws, Administrative Agent the Priority Lien Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state and/or such provincial securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Priority Lien Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state or provincial securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Priority Lien Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Priority Lien Collateral Trustee all such information as Administrative Agent the Priority Lien Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Priority Lien Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property that constitutes Collateral conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property that constitutes Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, If Administrative Agent may determines to exercise its right to sell any or all of the Investment Related PropertyProperty that constitutes Collateral, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock that constitutes Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property that constitutes Collateral which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. In case Any use of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained Trademarks by Administrative Agent until the selling price is paid or its successors, assigns, transferees or licensees permitted by the purchaser thereof, but Administrative Agent this Section 9.4 shall not incur any liability be in case a manner and at a level of quality consistent with that in effect as of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictionEffective Date.

Investment Related Property. (a) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent the Secured Party may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Secured Party determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Secured Party all such information as Administrative Agent the Secured Party may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Notes Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property (following the occurrence and during the continuance of an Event of Default) conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Notes Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Notes Collateral Agent may determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Notes Collateral Agent all such information as Administrative the Notes Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Notes Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that the fact that any such sale is conducted as a private sale shall not, in and of itself, cause such sale to not be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related PropertyProperty (while the Collateral Agent is then in compliance with and authorized to do so under the Intercreditor Agreement), and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company, in each case, which is a Subsidiary of such Grantor, from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each of the Grantor and the Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral or the Article 9 Collateral consisting of or relating to Equity Interests (all such Collateral referred to in this Article as “Investment Related Property Collateral”) conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each of the Grantor and the Pledgor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each of the Grantor and the Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related PropertyProperty Collateral, and upon written request, each the Grantor or the Pledgor, as applicable, shall and shall use its best commercially reasonable efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property Collateral which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent the Parity Lien Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent the Parity Lien Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Agent may Parity Lien Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative Agent the Parity Lien Collateral Trustee all such information as Administrative Agent the Parity Lien Collateral Trustee may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative Agent the Parity Lien Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property Pledged Equity Interests conducted without prior registration or qualification of such Investment Related Property Pledged Equity Interests under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property Pledged Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property Pledged Equity Interests for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation of an Event of Default, Administrative Collateral Agent may determines to exercise its right to sell any or all of the Investment Related PropertyPledged Equity Interests, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Equity Interests to be sold hereunder, hereunder from time to time to furnish to Administrative the Collateral Agent all such information as Administrative the Collateral Agent may reasonably request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property Pledged Equity Interests which may be sold by Administrative the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative the Revolving Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative the Revolving Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During If the continuation Revolving Collateral Agent determines, subject to the terms of an Event of Defaultthe Intercreditor Agreement, Administrative Agent may to exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, cause each issuer of any Investment Related Property Pledged Equity Interests to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Administrative the Revolving Collateral Agent all such information as Administrative the Revolving Collateral Agent may request in order to determine the number and nature of interest, shares, shares or other instruments included in the Investment Related Property which may be sold by Administrative the Revolving Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of , as the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability same are from time to time in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Investment Related Property. Each (a) If such Grantor recognizes thatshall become entitled to receive or shall receive any certificate (including, by reason without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of certain prohibitions contained capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Relevant Agent and the other Secured Parties, hold the same in trust for the Relevant Agent and the other Secured Parties and promptly deliver the same forthwith to the Relevant Agent in the Securities Act of 1933exact form received, duly indorsed by such Grantor to the Relevant Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Relevant Agent, subject to the terms hereof, as amended, additional collateral security for the Obligations. Any sums paid upon or the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and applicable state securities laws, Administrative Agent may be compelled, with in respect to any sale of all or any part of the Investment Related Property conducted without prior registration upon the liquidation or qualification dissolution of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view any Issuer shall be paid over to the Senior Collateral Agent until the Senior Obligations are paid in full and the Collateral Agents (on a ratable basis) thereafter to be held by it or them, as the case may be, as additional collateral security for the Obligations, and in case any distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale of capital shall be deemed to have been made on or in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative Agent may exercise its right to sell any or all of the Investment Related Property, and upon written request, each Grantor shall and shall use its best efforts to cause, each issuer of any Investment Related Property to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, or other instruments included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part respect of the Investment Related Property on credit or any property shall be distributed upon or with respect to the Investment Related Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agents, be delivered to the Relevant Agent to be held by it hereunder as additional collateral security for future deliverythe Obligations. If any sums of money or property so paid or distributed in respect of the Investment Related Property shall be received by such Grantor, such Collateral so sold may be retained by Administrative Agent Grantor shall, until the selling price such money or property is paid by or delivered to the purchaser thereofRelevant Agent, but Administrative hold such money or property in trust for the Relevant Agent shall not incur any liability in case of and the failure other Secured Parties, segregated from other funds of such purchaser to take up and pay Grantor, as additional collateral security for such assets so sold and in case of any such failure, such Collateral may again be sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictionObligations.