Common use of Pledged Equity Clause in Contracts

Pledged Equity. Each Obligor recognizes that, by reason of certain prohibitions contained in the 1933 Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the 0000 Xxx) and, notwithstanding such circumstances, each Obligor 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 Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral 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 Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor Grantor recognizes that, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Collateral conducted without prior registration or qualification of such Pledged Equity Collateral under the 1933 Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor Grantor acknowledges that any such private sale placement may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public an offering made pursuant to a registration statement under the 0000 XxxSecurities Act) and, notwithstanding such circumstances, each Obligor Grantor agrees that any such private sale placement shall not be deemed deemed, in and of itself, to have been made in a be commercially reasonable manner unreasonable and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent Secured Party determines to exercise its right to sell any or all of the Equity CollateralPledged Equity, upon written request, each Obligor Grantor shall and shall cause each issuer of any Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company hereunder from time to time to furnish to the Collateral Agent Secured Party all such information as the Collateral Agent Secured Party may request in order to determine the number and nature amount of interest, shares or other instruments included in the Pledged Equity Collateral which may be sold by the Collateral Agent Secured Party in exempt transactions under the 1933 Securities Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor recognizes that(a) Except as otherwise set forth in Section 6.02(b) or 6.02(c): (i) Holdings shall be entitled to exercise any and all voting or other consensual rights and powers inuring to an owner of US Pledged Equity or any part thereof and Holdings agrees that it shall exercise such rights for purposes not in contravention of the terms of this Agreement and the other Transaction Documents. (ii) Holdings shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the US Pledged Equity, to the extent and only to the extent that such dividends and other distributions are not prohibited by reason the terms and conditions of certain prohibitions contained this Agreement and Applicable Law; provided that any noncash dividends or other distributions that would constitute US Pledged Equity, shall be and become part of the US Pledged Equity, and, if received by Holdings, shall not be commingled by Holdings with any of its other property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and Holdings shall promptly take all steps reasonably necessary to ensure the validity, perfection and priority (subject to Permitted Liens), including promptly delivering the same to the Administrative Agent in the 1933 Act same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long as no Event of Default has occurred and applicable state securities lawsis continuing, the Collateral Administrative Agent may be compelled, shall cooperate with Holdings with respect to making exchanges of US Pledged Equity in connection with any sale of all exchange or any part of the Equity Collateral conducted without prior registration or qualification redemption of such US Pledged Equity Collateral under not prohibited by this Agreement, which such cooperation shall include delivery of any such US Pledged Equity in exchange for replacement US Pledged Equity. For the 1933 Act and/or such state securities lawsavoidance of doubt, the Co‐Borrowers agree to limit purchasers to those who will agree, among other things, to acquire reimburse the Equity Collateral Administrative Agent for their own account, for investment and not with a view any costs or expenses incurred due to the distribution or resale thereofprovisions of this Section 6.02(a)(ii). Each Obligor acknowledges that any such private sale may be at prices (b) Upon the occurrence and on terms less favorable than those obtainable through a public sale without such restrictions during the continuance of an Event of Default (including a public offering made pursuant to a registration statement under and after the 0000 Xxx) and, notwithstanding such circumstances, each Obligor 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 delivery of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral 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 Equity Collateral which may be sold notice by the Collateral Majority Lenders or the Administrative Agent in exempt transactions under (acting at the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.-102- USActive 58806140.10 -102-60444631.4 SK 28388 0001 10656366 v3

Pledged Equity. Each Obligor Grantor recognizes that, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Collateral conducted without prior registration or qualification of such Pledged Equity Collateral under the 1933 Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor Grantor acknowledges that any such private sale sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the 0000 XxxSecurities Act) and, notwithstanding such circumstancescircumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9-610(c) of the UCC, which each Grantor hereby waives, each Obligor Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent Secured Party determines to exercise its right to sell any or all of the Equity CollateralPledged Equity, upon written request, each Obligor Grantor shall and shall cause each issuer of any Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company hereunder from time to time to furnish to the Collateral Agent Secured Party all such information as the Collateral Agent Secured Party may request in order to determine the number of shares and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent Secured Party in exempt transactions under the 1933 Securities Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor Grantor recognizes that, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Collateral conducted without prior registration or qualification of such Pledged Equity Collateral under the 1933 Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor Grantor acknowledges that any such private sale placement may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public an offering made pursuant to a registration statement under the 0000 XxxSecurities Act) and, notwithstanding such circumstances, each Obligor Grantor agrees that any such private sale placement shall not be deemed deemed, in and of itself, to have been made in a be commercially reasonable manner unreasonable and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent Secured Party determines to exercise its right to sell any or all of the Equity CollateralPledged Equity, upon written request, each Obligor Grantor shall and shall cause each issuer of any Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company hereunder from time to time to furnish to the Collateral Agent Secured Party all such information as the Collateral Agent Secured Party may request in order to determine the number and nature amount of interest, shares or other instruments included in the Pledged Equity Collateral SF1:728435 12 which may be sold by the Collateral Agent Secured Party in exempt transactions under the 1933 Securities Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor recognizes that, by reason of certain prohibitions contained in the 1933 Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the 0000 Xxx) and, notwithstanding such circumstances, each Obligor 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 Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral 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 reasonably request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.