Common use of Sale of Securities Collateral Clause in Contracts

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law, the Administrative Agent shall give to Pledgors at least ten (10) days prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor hereby acknowledges that ten (10) days prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 of the Credit Agreement. Only after such applications, and after payment by the Administrative Agent of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Administrative Agent account to Pledgors for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, §7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent Secured Party shall give to Pledgors the Company at least ten (10) days Business Days’ prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor The Company hereby acknowledges that ten (10) days Business Days’ prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Secured Party may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorsthe Company, to the fullest extent permitted by law). The Administrative Agent Secured Party may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Secured Party may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit AgreementTransaction Documents. Only after such applications, and after payment by the Administrative Agent Secured Party of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the NY UCC, need the Administrative Agent Secured Party account to Pledgors the Company for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law, the Administrative Agent shall give to Pledgors at least ten (10) days prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor hereby acknowledges that ten (10) days prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party Lender in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 of the Credit Agreement. Only after such applications, and after payment by the Administrative Agent of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Administrative Agent account to Pledgors for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, §7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent Secured Party shall give to Pledgors the Company at least ten (10) days days' prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor The Company hereby acknowledges that ten (10) days days' prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Secured Party may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorsthe Company, to the fullest extent permitted by law). The Administrative Agent Secured Party may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Secured Party may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ ' fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit AgreementTransaction Documents. Only after such applications, and after payment by the Administrative Agent Secured Party of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the NY UCC, need the Administrative Agent Secured Party account to Pledgors the Company for any surplus.

Sale of Securities Collateral. (a) In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law6.01(e), the Administrative Agent shall give to Pledgors the Pledgor at least ten (10) days days' prior authenticated written notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is intended to be made. Each The Pledgor hereby acknowledges that ten (10) days days' prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be constitutes reasonable notice. The Administrative Agent may enforce its rights hereunder without If any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at is sold by the Administrative Agent upon credit or for future delivery, the Administrative Agent shall not be liable for the failure of the purchaser to pay for the same and in such event the Administrative Agent may resell such Securities Collateral. At any public sale of Securities Collateral, unless prohibited by applicable law, the Administrative Agent or other disposition any holder of the Obligations may bid for and purchase all or any part of the Securities Collateral so sold free from any such right or equity of redemption; and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent or any holder of the Obligations may buy or otherwise acquire at a private sale or other disposition and may make payments thereof payment therefor by any meansmeans including, without limitation, cancellation of indebtedness secured thereby and payment of any surplus to the Pledgor or such other party as may be required by applicable law. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of the Pledged Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws or other applicable laws, regulations, or agreements to which such Pledged Securities may be subject and, therefore, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Notwithstanding the foregoing, the Pledgor shall not be required to register the Pledged Securities under the Securities Act or applicable state or foreign law securities laws. The Pledgor agrees that any such private sales, which may be at prices and other terms less favorable to the seller than if sold at public sales, shall be deemed to have been made in a "commercially reasonable" manner within the meaning of the NY UCC, provided that the notice specified in Section 6.02(a) shall have been given to the Pledgor. The Administrative Agent may apply shall be under no obligation to delay a sale of any of the cash proceeds actually received from any Pledged Securities for the period of time necessary to permit the Issuer of such Pledged Securities to register same for public sale under the Securities Act, or such other disposition federal banking or applicable laws, even if the Issuer agrees to do so. Subject to the reasonable expenses of retakingforegoing, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent agrees that any sale of the Securities Collateral shall be made in a commercially reasonable manner. (c) The Pledgor agrees to do or cause to be done all acts and things as may be reasonably necessary to cause the sale(s) of all or any Secured Party portion of the Securities Collateral pursuant to this Article 6 to be valid and binding and to comply with any and all applicable laws, including, without limitation, the Securities Act, the Exchange Act, SEC and other regulations, orders, writs, injunctions or decrees of any and all courts, arbitrators or governmental agencies or similar regulatory bodies having jurisdiction over any such sale or sales, all at the Pledgor's sole cost and expense except that the Pledgor shall not be required to register the Pledged Securities under the Securities Act or applicable state or foreign law securities laws. In furtherance and not in attempting limitation of the foregoing, at the request of the Administrative Agent, the Pledgor shall use best efforts to collect the Obligations cause any Issuer(s) of Securities Collateral contemplated to be sold: (i) to execute and deliver, and to cause its directors and officers to execute and deliver, all instruments and documents, and to do or cause to enforce this Agreement be done all other acts and things as may be necessary or advisable (in the prosecution opinion of legal counsel to the Administrative Agent) to cause such Pledged Securities to be exempt from the registration requirements of the Securities Act; and (ii) to comply with the provisions of the securities or defense "Blue Sky" laws of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 of the Credit Agreement. Only after such applications, and after payment by jurisdiction which the Administrative Agent shall reasonably designate and, if required, to make available to its Security holders, as soon as practicable, an earnings statement (which need not be audited) which will allow Persons to take advantage of any amount required by §9-608(a)(1)(C) or §9-615(a)(3the provisions of Section 11(a) of the UCC, need the Administrative Agent account to Pledgors for any surplusSecurities Act.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, §7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent Secured Party shall give to Pledgors the Company at least ten (10) days Business Days’ prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor The Company hereby acknowledges that ten (10) days Business Days’ prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Secured Party may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorsthe Company, to the fullest extent permitted by law). The Administrative Agent Secured Party may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Secured Party may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit AgreementTransaction Documents. Only after such applications, and after payment by the Administrative Agent Secured Party of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the DE UCC, need the Administrative Agent Secured Party account to Pledgors the Company for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law§ 7.1, the Administrative Agent shall give to the Pledgors at least ten (10) days Business Days’ prior authenticated written notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor of the Pledgors hereby acknowledges that ten (10) days Business Days’ prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each of the Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of taking, retaking, holding, preparing for sale, selling and the like, with respect to the Securities Collateral and the Obligations, to reasonable attorneys’ fees, court, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 § 8.03 of the Credit Agreement. Only after such applications, and after payment by the Administrative Agent of any amount required by §§ 9-608(a)(1)(C) or §9-615(a)(3§ 9615(a)(3) of the UCCNew York Uniform Commercial Code, need the Administrative Agent account to Pledgors the Company for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, §7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent Secured Party shall give to Pledgors the Company at least ten (10) days Business Days' prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor The Company hereby acknowledges that ten (10) days Business Days' prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Secured Party may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorsthe Company, to the fullest extent permitted by law). The Administrative Agent Secured Party may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Secured Party may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ ' fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit AgreementTransaction Documents. Only after such applications, and after payment by the Administrative Agent Secured Party of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the DE UCC, need the Administrative Agent Secured Party account to Pledgors the Company for any surplus.

Sale of Securities Collateral. (a) In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law6.01(e), the Administrative Agent shall give to Pledgors the Pledgor at least ten (10) days days' prior authenticated written notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is intended to be made. Each The Pledgor hereby acknowledges that ten (10) days days' prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be constitutes reasonable notice. The Administrative Agent may enforce its rights hereunder without If any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at is sold by the Administrative Agent upon credit or for future delivery, the Administrative Agent shall not be liable for the failure of the purchaser to pay for the same and in such event the Administrative Agent may resell such Securities Collateral. At any public sale of Securities Collateral, unless prohibited by applicable law, the Administrative Agent or other disposition any holder of the Obligations may bid for and purchase all or any part of the Securities Collateral so sold free from any such right or equity of redemption; and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent or any holder of the Obligations may buy or otherwise acquire at a private sale or other disposition and may make payments thereof payment therefor by any meansmeans including, without limitation, cancellation of indebtedness secured thereby and payment of any surplus to the Pledgor or such other party as may be required by applicable law. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of the Pledged Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws or other applicable laws, regulations, or agreements to which such Pledged Securities may be subject and, therefore, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Notwithstanding the foregoing, the Pledgor shall not be required to register the Pledged Securities under the Securities Act or applicable state or foreign law securities laws. The Pledgor agrees that any such private sales, which may be at prices and other terms less favorable to the seller than if sold at public sales, shall be deemed to have been made in a "commercially reasonable" manner within the meaning of the NY UCC, provided that the notice specified in Section 6.02 (a) shall have been given to the Pledgor. The Administrative Agent may apply shall be under no obligation to delay a sale of any of the cash proceeds actually received from any Pledged Securities for the period of time necessary to permit the Issuer of such Pledged Securities to register same for public sale under the Securities Act, or such other disposition federal banking or applicable laws, even if the Issuer agrees to do so. Subject to the reasonable expenses of retakingforegoing, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent agrees that any sale of the Securities Collateral shall be made in a commercially reasonable manner. (c) The Pledgor agrees to do or cause to be done all acts and things as may be reasonably necessary to cause the sale(s) of all or any Secured Party portion of the Securities Collateral pursuant to this Article 6 to be valid and binding and to comply with any and all applicable laws, including, without limitation, the Securities Act, the Exchange Act, SEC and other regulations, orders, writs, injunctions or decrees of any and all courts, arbitrators or governmental agencies or similar regulatory bodies having jurisdiction over any such sale or sales, all at the Pledgor's sole cost and expense except that the Pledgor shall not be required to register the Pledged Securities under the Securities Act or applicable state or foreign law securities laws. In furtherance and not in attempting limitation of the foregoing, at the request of the Administrative Agent, the Pledgor shall use best efforts to collect the Obligations cause any Issuer(s) of Securities Collateral contemplated to be sold: (i) to execute and deliver, and to cause its directors and officers to execute and deliver, all instruments and documents, and to do or cause to enforce this Agreement be done all other acts and things as may be necessary or advisable (in the prosecution opinion of legal counsel to the Administrative Agent) to cause such Pledged Securities to be exempt from the registration requirements of the Securities Act; and (ii) to comply with the provisions of the securities or defense "Blue Sky" laws of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 of the Credit Agreement. Only after such applications, and after payment by jurisdiction which the Administrative Agent shall reasonably designate and, if required, to make available to its Security holders, as soon as practicable, an earnings statement (which need not be audited) which will allow Persons to take advantage of any amount required by §9-608(a)(1)(C) or §9-615(a)(3the provisions of Section 11(a) of the UCC, need the Administrative Agent account to Pledgors for any surplusSecurities Act.

Sale of Securities Collateral. (a) In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law6.01(e), the Administrative Agent shall give to Pledgors the Pledgor at least ten (10) days days' prior authenticated written notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is intended to be made. Each The Pledgor hereby acknowledges that ten (10) days days' prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be constitutes reasonable notice. The Administrative Agent may enforce its rights hereunder without If any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at is sold by the Agent upon credit or for future delivery, the Agent shall not be liable for the failure of the purchaser to pay for the same and in such event the Agent may resell such Securities Collateral. At any public sale of Securities Collateral, unless prohibited by applicable law, the Agent or other disposition any holder of the Obligations may bid for and purchase all or any part of the Securities Collateral so sold free from any such right or equity of redemption; and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent or any holder of the Obligations may buy or otherwise acquire at a private sale or other disposition and may make payments thereof payment therefor by any meansmeans including, without limitation, cancellation of indebtedness secured thereby and payment of any surplus to the Pledgor or such other party as may be required by applicable law. (b) The Pledgor recognizes that the Agent may be unable to effect a public sale of the Pledged Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws or other applicable laws, regulations, or agreements to which such Pledged Securities may be subject and, therefore, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Administrative Agent may apply the cash proceeds actually received from Pledgor agrees that any sale or other disposition to the reasonable expenses of retakingsuch private sales, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by at prices and other terms less favorable to the Administrative seller than if sold at public sales, shall be deemed to have been made in a "commercially reasonable" manner within the meaning of the NH UCC, provided that the notice specified in Section 6.02(a) shall have been given to the Pledgor. The Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities to register same for public sale under the Securities Act, or such other federal banking or applicable laws, even if the issuer agrees to do so. Subject to the foregoing, the Agent agrees that any sale of the Securities Collateral shall be made in a commercially reasonable manner. (c) The Pledgor agrees to do or cause to be done all acts and things as may be reasonably necessary to cause the sale(s) of all or any Secured Party portion of the Securities Collateral pursuant to this Article 6 to be valid and binding and to comply with any and all applicable laws, including, without limitation, the Securities Act, the Exchange Act, SEC and other regulations, orders, writs, injunctions or decrees of any and all courts, arbitrators or governmental agencies or similar regulatory bodies having jurisdiction over any such sale or sales, all at the Pledgor's sole cost and expense. In furtherance and not in attempting limitation of the foregoing, at the request of the Agent, the Pledgor shall use best efforts to collect the Obligations cause any issuer of Securities Collateral contemplated to be sold: (i) to execute and deliver, and cause its directors and officers to execute and deliver, all instruments and documents, and to do or cause to enforce this Agreement or be done all such other acts and things, as may be (in the prosecution opinion of legal counsel to the Agent) necessary or defense advisable to facilitate the registration of all or a portion of the Pledges Securities under the provisions of the Securities Act, and to cause the registration statement relating thereto to become and remain effective for a period of 9 months; (ii) to execute and deliver, and to cause its directors and officers to execute and deliver, all instruments and documents, and to do or cause to be done all other acts and things as may be necessary or advisable (in the opinion of legal counsel to the Agent) to cause such Pledged Securities to be exempt from the registration requirements of the Securities Act; and (iii) to comply with the provisions of the securities or "Blue Sky" laws of any action or proceeding related jurisdiction which the Agent shall reasonably designate and, if required, to the subject matter of this Agreementmake available to its security holders, and then as soon as practicable, an earnings statement (which need not be audited) which will allow Persons to the Obligations pursuant to Section 7.2 take advantage of the Credit Agreement. Only after such applications, and after payment by the Administrative Agent provisions of any amount required by §9-608(a)(1)(C) or §9-615(a)(3Section 11(a) of the UCC, need the Administrative Agent account to Pledgors for any surplusSecurities Act.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.17.1, and to the extent that any notice thereof is required to be given by law, the Administrative Agent Bank shall give to Pledgors Pledgor at least ten five (105) days Business Days prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor hereby acknowledges that ten five (105) days Business Days prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Bank may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by PledgorsPledgor, to the fullest extent permitted by law). The Administrative Agent Bank may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Bank may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Bank may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party Bank in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 9.4 of the Credit Loan Agreement. Only after such applications, and after payment by the Administrative Agent Bank of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Administrative Agent Bank account to Pledgors Pledgor for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (cSection 6.1(c) of Section 8.1, and to the extent that any notice thereof is required to be given by law, the Administrative Agent Credit Support Provider shall give to Pledgors the Pledgor at least ten (10) days Business Days’ prior authenticated written notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each The Pledgor hereby acknowledges that ten (10) days Business Days’ prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Credit Support Provider may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorsthe Pledgor, to the fullest extent permitted by law). The Administrative Agent Credit Support Provider may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Credit Support Provider may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Credit Support Provider may apply the cash proceeds Proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party Credit Support Provider in attempting to collect the Secured Obligations or to enforce this Agreement or of in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Secured Obligations pursuant to Section 7.2 of in the order determined by the Credit AgreementSupport Provider. Only after After such applicationsapplications the Credit Support Provider will pay over to the Pledgor the surplus, and after payment by the Administrative Agent of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Administrative Agent account to Pledgors for any surplusif any.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, §7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent Secured Party shall give to Pledgors the applicable Pledgor at least ten (10) days Business Days’ prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor hereby acknowledges that ten (10) days Business Days’ prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Secured Party may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorseach Pledgor, to the fullest extent permitted by law). The Administrative Agent Secured Party may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Secured Party may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable and documented attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit AgreementTransaction Documents. Only after such applications, and after payment by the Administrative Agent Secured Party of any amount required by §9-9- 608(a)(1)(C) or §9-615(a)(3) of the DE UCC, need the Administrative Agent Secured Party account to Pledgors the applicable Pledgor for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1§7.1, and to the extent that any notice thereof is required to be given by law, the Administrative Collateral Agent shall give to Pledgors at least ten (10) days Business Days prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor hereby acknowledges that ten (10) days Business Days prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Collateral Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Collateral Agent may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Collateral Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Collateral Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Collateral Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit Purchase Agreement. Only after such applications, and after payment by the Administrative Collateral Agent of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Administrative Collateral Agent account to Pledgors for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, §7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent Secured Party shall give to Pledgors the Company at least ten (10) days Business Days’ prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor The Company hereby acknowledges that ten (10) days Business Days’ prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent Secured Party may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorsthe Company, to the fullest extent permitted by law). The Administrative Agent Secured Party may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent Secured Party may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 the terms of the Credit AgreementTransaction Documents. Only after such applications, and after payment by the Administrative Agent Secured Party of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the NV UCC, need the Administrative Agent Secured Party account to Pledgors the Company for any surplus.

Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, ss.7.1 and to the extent that any notice thereof is required to be given by law, the Administrative Agent shall give to the Pledgors at least ten (10) days Business Days' prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Pledgor hereby acknowledges that ten (10) days Business Days' prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Administrative Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgorssuch Pledgor, to the fullest extent permitted by law). The Administrative Agent may may, to the extent permitted by applicable law, buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ ' fees, travel and all other expenses which may be incurred by the Administrative Agent or any Secured Party in attempting to collect the Obligations or to enforce this Pledge Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Pledge Agreement, and then to the Obligations pursuant to Section 7.2 (S)13.4 of the Credit Agreement. Only after such applications, and after payment by the Administrative Agent from such proceeds of any amount required by §9(S)9-608(a)(1)(C) or §9(S)9-615(a)(3) of the UCCUniform Commercial Code of the State of New York, need the Administrative Agent account to the Pledgors for any surplus.

Sale of Securities Collateral. (a) In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 8.1, and to the extent that any notice thereof is required to be given by law6.01(e), the Administrative Agent shall give to Pledgors the Pledgor at least ten (10) days days' prior authenticated written notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is intended to be made. Each The Pledgor hereby acknowledges that ten (10) days days' prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be constitutes reasonable notice. The Administrative Agent may enforce its rights hereunder without If any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or otherwise acquire any part or all of the Securities Collateral at is sold by the Administrative Agent upon credit or for future delivery, the Administrative Agent shall not be liable for the failure of the purchaser to pay for the same and in such event the Administrative Agent may resell such Securities Collateral. At any public sale of Securities Collateral, unless prohibited by applicable law, the Administrative Agent or other disposition any holder of the Obligations may bid for and purchase all or any part of the Securities Collateral so sold free from any such right or equity of redemption; and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent or any holder of the Obligations may buy or otherwise acquire at a private sale or other disposition and may make payments thereof payment therefor by any meansmeans including, without limitation, cancellation of indebtedness secured thereby and payment of any surplus to the Pledgor or such other party as may be required by applicable law. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of the Pledged Securities by reason of certain prohibitions contained in the (a) shall have been given to the Pledgor. The Administrative Agent may apply shall be under no obligation to delay a sale of any of the cash proceeds actually received from any Pledged Securities for the period of time necessary to permit the Issuer of such Pledged Securities to register same for public sale under the Securities Act, or such other disposition federal banking or applicable laws, even if the Issuer agrees to do so. Subject to the reasonable expenses of retakingforegoing, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Administrative Agent agrees that any sale of the Securities Collateral shall be made in a commercially reasonable manner. (c) The Pledgor agrees to do or cause to be done all acts and things as may be reasonably necessary to cause the sale(s) of all or any Secured Party portion of the Securities Collateral pursuant to this Article 6 to be valid and binding and to comply with any and all applicable laws, including, without limitation, the Securities Act, the Exchange Act, SEC and other regulations, orders, writs, injunctions or decrees of any and all courts, arbitrators or governmental agencies or similar regulatory bodies having jurisdiction over any such sale or sales, all at the Pledgor's sole cost and expense except that the Pledgor shall not be required to register the Pledged Securities under the Securities Act or applicable state or foreign law securities laws. In furtherance and not in attempting limitation of the foregoing, at the request of the Administrative Agent, the Pledgor shall use best efforts to collect the Obligations cause any Issuer(s) of Securities Collateral contemplated to be sold: (i) to execute and deliver, and to cause its directors and officers to execute and deliver, all instruments and documents, and to do or cause to enforce this Agreement be done all other acts and things as may be necessary or advisable (in the prosecution opinion of legal counsel to the Administrative Agent) to cause such Pledged Securities to be exempt from the registration requirements of the Securities Act; and (ii) to comply with the provisions of the securities or defense "Blue Sky" laws of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 7.2 of the Credit Agreement. Only after such applications, and after payment by jurisdiction which the Administrative Agent shall reasonably designate and, if required, to make available to its Security holders, as soon as practicable, an earnings statement (which need not be audited) which will allow Persons to take advantage of any amount required by §9-608(a)(1)(C) or §9-615(a)(3the provisions of Section 11(a) of the UCC, need the Administrative Agent account to Pledgors for any surplusSecurities Act.