Common use of Investment Related Property Clause in Contracts

Investment Related Property. In view of the position of each Grantor in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-Related Property for their own account, for 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 sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Investment-Related Property at a price that the Administrative Agent, 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. 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 which the Administrative Agent sells any such Investment-Related Property.

Investment Related Property. In view (a) Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Collateral Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Collateral Agent (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes) determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral 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 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. (b) During the continuance of an Event of Default, following delivery by the Trustee to the Company of notice of an Event of Default, the Administrative Collateral Agent shall incur no responsibility or liability for selling all or any part (acting at the written direction of Holders owning a majority of the Investment-Related Property at a price that aggregate outstanding principal amount of the Administrative Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under Notes) shall have the circumstances, notwithstanding right to apply the possibility that a substantially higher price might have been realized if balance from any Deposit Account against the sale were deferred until after registration as aforesaid Secured Obligations or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding instruct the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price bank at which any Deposit Account is maintained to pay the Administrative balance of any Deposit Account to or for the benefit of the Collateral Agent sells any such Investment-Related Propertyto be applied against the Secured Obligations.

Investment Related Property. In view Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Collateral Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event Securities Act) and, notwithstanding such circumstances, to the extent permitted by applicable law, each Grantor agrees that any such private sale, to the extent permitted by applicable law, shall be deemed to have been made in a commercially reasonable manner and that 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 saleissuer would, or should, agree to so register it. If the Administrative Collateral Agent shall incur no responsibility determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property at a price that after the Administrative Agentoccurrence and during the continuation of an Event of Default, upon written request, each Grantor shall and shall use commercially reasonable efforts to cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in its sole order to determine the number and absolute discretionnature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effectamended, or any similar statute hereafter enacted analogous in purpose or effect the rules and regulations promulgated thereunder (such Act and any such similar statute as from time to time in effect being called collectively, the “Federal Securities LawsAct”) and applicable state securities laws, Administrative Agent may be compelled, 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event of Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such sale, the private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall incur have no responsibility 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 liability for selling under applicable state securities laws, even if such issuer would, or should, agree to so register it. Upon the 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-Investment Related Property at a on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price that 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, in its sole and absolute discretioninstead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in good xxxxx xxxx reasonable equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, 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 judgment or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence decree of a public court or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Propertycourts of competent jurisdiction.

Investment Related Property. In view of the position of each Grantor in relation addition to the Investment-rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, or because by reason of other current or future circumstances, a question may arise under certain prohibitions contained in the Securities Act of 19331933 and applicable state securities laws, as now or hereafter in effectthe Secured Party may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Administrative Agent shall incur no responsibility Secured Party determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Secured Party all such information as the Secured Party may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Secured Party in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view of the position of each Grantor in relation addition to the Investment-rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Grantor recognizes that, or because by reason of other current or future circumstances, a question may arise under certain prohibitions contained in the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect amended (such Act and any such similar statute as from time to time in effect being called the “Federal Securities LawsAct”) and applicable state securities laws, the Collateral Agent may be compelled, 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agreeagree to, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event Securities Act) and, notwithstanding such circumstances, Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that 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 saleissuer would, or should, agree to so register it. If the Administrative Collateral Agent shall incur no responsibility determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property, upon written request, Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Collateral Agent in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view of the position of each Grantor in relation addition to the Investment-rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, or because by reason of other current or future circumstances, a question may arise under certain prohibitions contained in the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect amended (such Act and any such similar statute as from time to time in effect being called the “Federal Securities LawsAct”) and applicable state securities laws, the Collateral Agent may be compelled, 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agreeagree to, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Administrative Collateral Agent shall incur no responsibility determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Collateral Agent in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view (a) Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 19331933 and applicable state securities laws, as now or hereafter in effectthe Administrative Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event Securities Act); provided, that, 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 the Investment Related Property for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such saleissuer would, or should, agree to so register it. If the Administrative Agent determines to exercise the Administrative Agent’s right to sell any or all of the Investment Related Property, subject to written request, each Grantor shall, and shall cause each issuer of any 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 or other instruments included in the Investment Related Property which may be sold by the 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. (b) Subject to the terms, conditions and restrictions in the Intercreditor Agreement and subject to the occurrence and during the continuation of an Event of Default, the Administrative Agent shall incur no responsibility have the right to apply the balance from any Deposit Account to the Secured Obligations or liability for selling all or any part of instruct the Investment-Related Property at a price that the Administrative Agent, 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. 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 bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Administrative Agent sells any such Investment-Related Propertyfor application to the Secured Obligations.

Investment Related Property. In view Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effectamended, or any similar statute hereafter enacted analogous in purpose or effect and the rules and regulations promulgated thereunder (such Act and any such similar statute as from time to time in effect being called collectively, the “Federal Securities LawsAct”) and applicable state securities laws, Agent may be compelled, 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictionsrestrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that 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. If Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, Grantor shall and shall cause each issuer of any Pledged Equity Interests to from time to time to furnish to Agent all such information as Agent may request in order to determine the number and nature of interest, and shares included in the Investment Related Property which may be sold by Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In the event case of any such sale, the Administrative Agent shall incur no responsibility or liability for selling sale of all or any part of the Investment-Investment Related Property at a on credit or for future delivery, such Collateral so sold may be retained by Agent until the selling price that is paid by the Administrative purchaser thereof, but 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. Agent, in its sole and absolute discretioninstead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in good xxxxx xxxx reasonable equity to foreclose security interests created hereunder and sell the Investment Related Property, or any portion thereof, 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 judgment or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence decree of a public court or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Propertycourts of competent jurisdiction.

Investment Related Property. In view of the position of each Grantor in relation addition to the Investment-rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, or because by reason of other current or future circumstances, a question may arise under certain prohibitions contained in the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect amended (such Act and any such similar statute as from time to time in effect being called the “Federal Securities LawsAct”) ), and applicable state securities laws, the Collateral Agent may be compelled, 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Administrative Collateral Agent shall incur no responsibility determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property, upon the occurrence of and during the continuation of any Event of Default, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Collateral Agent in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the SEC thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Collateral Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Administrative Collateral Agent shall incur no responsibility determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any 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 the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Collateral Agent in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effectamended, or any similar statute hereafter enacted analogous in purpose or effect and the rules and regulations promulgated thereunder (such Act and any such similar statute as from time to time in effect being called collectively, the “Federal Securities LawsAct”) and applicable state securities laws, Administrative Agent may be compelled, 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event of Securities Act) and, notwithstanding such circumstances, Grantor agrees that any such sale, the private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall incur have no responsibility 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 liability for selling under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Administrative Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, Grantor shall and shall use commercially reasonable efforts to cause each issuer of any Pledged Stock to be sold hereunder, 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 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-Investment Related Property at a on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price that 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, in its sole and absolute discretioninstead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in good xxxxx xxxx reasonable equity to foreclose security interests created hereunder and sell such Investment Related Property, or any portion thereof, 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 judgment or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence decree of a public court or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such Investment-Related Propertycourts of competent jurisdiction.

Investment Related Property. In view of the position of each Grantor in relation addition to the Investment-rights and remedies specified above, the following provisions shall also be applicable to Investment Related Property. Each Grantor recognizes that, or because by reason of other current or future circumstances, a question may arise under certain prohibitions contained in the Securities Act of 19331933 and applicable state securities laws, as now or hereafter in effectthe Collateral Trustee may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Administrative Agent shall incur no responsibility Collateral Trustee determines to exercise its right to sell any or liability for selling all or any part of the Investment-Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Trustee all such information as the Collateral Trustee may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Collateral Trustee in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view of the position of each Grantor in relation to the Investment-Investment Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”"FEDERAL SECURITIES LAWS") with respect to any disposition of the Investment-Investment Related Property permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws securities laws might very strictly limit the course of conduct of the Administrative Agent Trustee if the Administrative Agent Trustee were to attempt to dispose of all or any part of the Investment-Investment Related Property, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Investment Related Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Trustee in any attempt to dispose of all or part of the Investment-Investment Related Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent Trustee may, with respect to any sale of the Investment-Investment Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-Investment Related Property for their own account, for 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 AgentTrustee, 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-Investment Related Property, or any part thereof, shall have been filed under the Federal Securities Laws 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 sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent Trustee shall incur no responsibility or liability for selling all or any part of the Investment-Investment Related Property at a price that the Administrative AgentTrustee, in its sole and absolute discretion, may in good xxxxx xxxx faith deem reasonable under the circumstances, notwithstanding the possibility that posxxxxxxxx xhat 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. 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 which the Administrative Agent Trustee sells any such Investment-Investment Related Property.

Investment Related Property. In view of the position of each Grantor in relation to the Investment-Investment Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”"FEDERAL SECURITIES LAWS") with respect to any disposition of the Investment-Investment Related Property permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws 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-Investment Related Property, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-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-Investment Related Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Investment-Investment Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-Investment Related Property for their own account, for 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-Investment Related Property, or any part thereof, shall have been filed under the Federal Securities Laws 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 sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Investment-Investment Related Property at a price that the Administrative Agent, in its sole and absolute discretion, may in good xxxxx xxxx faith deem reasonable under the circumstances, notwithstanding the possibility poxxxxxxxxx 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. 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 which the Administrative Agent sells any such Investment-Investment Related Property.

Investment Related Property. In view Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Revolving Collateral Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Administrative Revolving Collateral Agent shall incur no responsibility or liability for selling all or any part determines, subject to the terms of the Investment-Intercreditor Agreement, to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Equity Interests to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Revolving Collateral Agent all such information as the Revolving Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property at a price that which may be sold by the Administrative Agent, Revolving Collateral Agent in its sole and absolute discretion, may in good xxxxx xxxx reasonable exempt transactions under the circumstancesSecurities Act and the rules and regulations of the Securities and Exchange Commission thereunder, notwithstanding as 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. 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 which the Administrative Agent sells any such Investment-Related Propertysame are from time to time in effect.

Investment Related Property. In view (a) Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 19331933 and applicable state securities laws, as now or hereafter in effectthe Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act of 1933 and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event 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 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 saleissuer would, or should, agree to so register it. If the Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Equity Interests to be sold hereunder to furnish to the Agent all such information as the Agent may request in order to determine the number and nature of interests, shares or other instruments included in the Investment Related Property which may be sold by the Agent in exempt transactions under the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (b) Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent shall incur no responsibility have the right to apply the balance from any Deposit Account or liability instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for selling all or any part the benefit of the Investment-Related Property at a price that the Administrative Agent, 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. 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 which the Administrative Agent sells any such Investment-Related Property.

Investment Related Property. In view (a) Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Administrative Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictions. In restrictions (including a public offering made pursuant to a registration statement under the event of Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such sale, private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall incur have no responsibility 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. (b) If the Administrative Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability for selling company from time to time to furnish to the Administrative Agent all such information as the Administrative Agent may reasonably 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 the 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. Each Grantor agrees to use its commercially reasonable best efforts to do or cause to be done all such other acts as may be necessary or that the Administrative Agent may reasonably request to make such sale or sales of all or any part portion of the Investment-Related Property at a price that Pledged Equity Interests or the Administrative Agent, Pledged Debt under this Agreement valid and binding and in its sole compliance with any 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. The provisions all other applicable requirements 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 which the Administrative Agent sells any such Investment-Related PropertyGovernmental Authority.

Investment Related Property. In view (a) Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Collateral Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictionsrestrictions (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 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. In the event of any such sale, the Administrative Collateral Agent shall incur no responsibility or liability for selling all or any part of the Investment-Investment Related Property at a price that the Administrative Collateral Agent, 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 determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each Issuer of any Pledged Equity Interest to be sold hereunder from time to time to furnish to the Collateral Agent all such information as the Collateral 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 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. The provisions of this Section 7.5 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Collateral Agent sells sells. (b) Any transfer to Collateral Agent or its nominee, or registration in the name of Collateral Agent or its nominee, of the whole or any such Investment-part of the Investment Related Property, whether by the delivery of a Registration Page to any issuer of Investment Related Property or otherwise, shall, absent the election of Collateral Agent to the contrary, be made solely for purposes of effectuating voting or other consensual rights with respect to the Investment Related Property in accordance with the terms hereof, and (absent the Collateral Agent's election) is not intended to effectuate any transfer whatsoever of ownership of any of the Investment Related Property. Notwithstanding any transfer to the Collateral Agent or its nominee, or any registration in the name of the Collateral Agent or its nominee, or any delivery or any modification of a Registration Page, or any exercise of an Irrevocable Proxy, the Collateral Agent shall not be deemed the owner of, or assume any obligations of the owner or holder of, the Investment Related Property unless and until the Collateral Agent subsequently expressly accepts such obligations in a duly authorized and executed writing, or otherwise becomes the owner thereof under applicable law (including, without limitation, through a sale as described herein). In no event shall the acceptance of this Agreement by the Collateral Agent, or the exercise by the Collateral Agent of any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of any Grantor, any Issuer, or any other Person to, under, or in connection with any Organizational Document thereof or any related agreements, documents, instruments, or otherwise. (c) Each Grantor agrees that it hereby waives any and all rights of subrogation, reimbursement, exoneration, contribution, and similar rights it may have against any Issuer of Investment Related Property, upon the sale or sales or dispositions of any portion or all of the Collateral by Collateral Agent. (d) Each Grantor further agrees that a breach of any of the covenants contained in Section 4.4 and this Section 7.5 will cause irreparable injury to Collateral Agent, that Collateral Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in Section 4.4 and this Section 7.5 shall be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.

Investment Related Property. In view of the position of each Grantor the Borrower in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Investment-Related Property permitted hereunder. Each Grantor The Borrower understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent Lender if the Administrative Agent Lender 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 Lender in any attempt to dispose of all or part of the Investment-Related Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor The Borrower recognizes that in light of such restrictions and limitations the Administrative Agent Lender may, with respect to any sale of the Investment-Related PropertyProperty that is subject to such restrictions and limitations, limit the purchasers to those who will agree, among other things, to acquire 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 and agrees that in light of such restrictions and limitations, the Administrative AgentLender, upon and during the continuance of any Event of Default, 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 PropertyProperty that is subject to such restrictions and limitations, 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 The Borrower acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent Lender shall incur no responsibility or liability for selling all or any part of the Investment-Related Property at a price that the Administrative AgentLender, 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. 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 which the Administrative Agent Lender sells any such Investment-Related Property.

Investment Related Property. In view (a) Each Grantor recognizes that, by reason of the position of each Grantor certain prohibitions contained in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933and applicable state securities laws, as now or hereafter in effectthe Collateral Agent may be compelled, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) 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 sale 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-Investment Related Property could dispose conducted without prior registration or qualification 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-such Investment Related Property under applicable Blue Sky or other the Securities Act and/or such state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent maylaws, with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire such Investment-the 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 might result in may be at prices and other on terms less favorable to the seller than if such sale were those obtainable through a public sale without such restrictionsrestrictions (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 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. In the event of any such sale, the Administrative Collateral Agent shall incur no responsibility or liability for selling all or any part of the Investment-Investment Related Property at a price that the Administrative Collateral Agent, 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 determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each Issuer of any Pledged Equity Interest to be sold hereunder from time to time to furnish to the Collateral Agent all such information as the Collateral 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 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. The provisions of this Section 7.5 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Collateral Agent sells sells. (b) Any transfer to Collateral Agent or its nominee, or registration in the name of Collateral Agent or its nominee, of the whole or any such Investment-part of the Investment Related Property, whether by the delivery of a Registration Page to any issuer of Investment Related Property or otherwise, shall, absent the election of Collateral Agent to the contrary, be made solely for purposes of effectuating voting or other consensual rights with respect to the Investment Related Property in accordance with the terms hereof, and (absent the Collateral Agent’s election) is not intended to effectuate any transfer whatsoever of ownership of any of the Investment Related Property. Notwithstanding any transfer to the Collateral Agent or its nominee, or any registration in the name of the Collateral Agent or its nominee, or any delivery or any modification of a Registration Page, or any exercise of an Irrevocable Proxy, the Collateral Agent shall not be deemed the owner of, or assume any obligations of the owner or holder of, the Investment Related Property unless and until the Collateral Agent subsequently expressly accepts such obligations in a duly authorized and executed writing, or otherwise becomes the owner thereof under applicable law (including, without limitation, through a sale as described herein). In no event shall the acceptance of this Agreement by the Collateral Agent, or the exercise by the Collateral Agent of any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of any Grantor, any Issuer, or any other Person to, under, or in connection with any Organizational Document thereof or any related agreements, documents, instruments, or otherwise. (c) Each Grantor agrees that it hereby waives any and all rights of subrogation, reimbursement, exoneration, contribution, and similar rights it may have against any Issuer of Investment Related Property, upon the sale or sales or dispositions of any portion or all of the Collateral by Collateral Agent. (d) Each Grantor further agrees that a breach of any of the covenants contained in Section 4.4 and this Section 7.5 will cause irreparable injury to Collateral Agent, that Collateral Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in Section 4.4 and this Section 7.5 shall be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.