Common use of Securities Act and Related Matters Clause in Contracts

Securities Act and Related Matters. The Pledgor understands and acknowledges that compliance with certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state 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 Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same (including, without limitation, to limit purchasers to those who agree to acquire the Pledged Collateral for their own account, for investment and not with a view to the resale or distribution thereof). The Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than might be achieved through a public sale without restrictions (including in a public offering through a registration statement) and the Pledgor agrees that any such private sale made in accordance with Applicable Law shall not be deemed to have not been made in a commercially reasonable manner solely due to the failure to effect such registration (whether or not available unless required under Applicable Law) or otherwise offer the Pledged Collateral at a public sale. The Pledgor confirms that, subject to the requirements of Section 6 hereof, the Administrative Agent shall have sole and absolute discretion in determining the type and conduct of all public and private sales of the Pledged Collateral (or any part thereof), in any manner and under any circumstances the Administrative Agent may choose; and the Pledgor clearly understands that neither the Administrative Agent nor any agent of the Administrative Agent is to have any such general duty or obligation to the Pledgor, except as required under Applicable Law, and the Pledgor will not attempt to hold the Administrative Agent or any agent of the Administrative Agent responsible for the sale of all or any part of the Pledged Collateral at an inadequate price, even if the Administrative Agent shall accept the first offer received or fail to approach more than one possible purchaser so long as all aspects of such sale are conducted in a commercially reasonable manner. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Administrative Agent were to place, in accordance with Applicable Law, all or any part of the Pledged Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Collateral for its own account, or if the Administrative Agent placed all or any part of the Pledged Collateral privately with a purchaser or purchasers (including a customer of the Administrative Agent). The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations of sales prices may exceed substantially the price at which the Administrative Agent sells.

Securities Act and Related Matters. The Pledgor understands and acknowledges that compliance with certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, might very strictly limit the course of conduct of the Administrative Facility Agent if the Administrative Facility Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same (including, without limitation, to limit purchasers to those who agree to acquire the Pledged Collateral for their own account, for investment and not with a view to the resale or distribution thereof). The Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Facility Agent than might be achieved through a public sale without restrictions (including in a public offering through a registration statement) and the Pledgor agrees that any such private sale made in accordance with Applicable Law shall not be deemed to have not been made in a commercially reasonable manner solely due to the failure to effect such registration (whether or not available unless required under Applicable Law) or otherwise offer the Pledged Collateral at a public sale. The Pledgor confirms that, subject to the requirements of Section 6 hereof, the Administrative Facility Agent shall have sole and absolute discretion in determining the type and conduct of all public and private sales of the Pledged Collateral (or any part thereof), in any manner and under any circumstances the Administrative Facility Agent may choose; and the Pledgor clearly understands that neither the Administrative Facility Agent nor any agent of the Administrative Facility Agent is to have any such general duty or obligation to the Pledgor, except as required under Applicable Law, and the Pledgor will not attempt to hold the Administrative Facility Agent or any agent of the Administrative Facility Agent responsible for the sale of all or any part of the Pledged Collateral at an inadequate price, even if the Administrative Facility Agent shall accept the first offer received or fail to approach more than one possible purchaser so long as all aspects of such sale are conducted in a commercially reasonable manner. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Administrative Facility Agent were to place, in accordance with Applicable Law, all or any part of the Pledged Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Collateral for its own account, or if the Administrative Facility Agent placed all or any part of the Pledged Collateral privately with a purchaser or purchasers (including a customer of the Administrative Facility Agent). The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations of sales prices may exceed substantially the price at which the Administrative Facility Agent sells.

Securities Act and Related Matters. The Pledgor understands and acknowledges that compliance with certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state 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 Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same (including, without limitation, to limit purchasers to those who agree to acquire the Pledged Collateral for their own account, for investment and not with a view to the resale or distribution thereof). The Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent Trustee than might be achieved through a public sale without restrictions (including in a public offering through a registration statement) and the Pledgor agrees that any such private sale made in accordance with Applicable Law all applicable laws shall not be deemed to have not been made in a commercially reasonable manner solely due to notwithstanding the failure to effect such registration (whether or not available unless required under Applicable Lawapplicable law) or otherwise offer the Pledged Collateral at a public sale. The Pledgor confirms that, subject to the requirements of Section 6 hereof, the Administrative Agent Trustee shall have sole and absolute discretion in determining the type and conduct of all public and private sales of the Pledged Collateral (or any part thereof), in any manner and under any circumstances the Administrative Agent Trustee may choose; and the Pledgor clearly understands that neither the Administrative Agent Trustee nor any agent of the Administrative Agent Trustee is to have any such general duty or obligation to the Pledgor, except as required under Applicable Law, and the Pledgor will not attempt to hold the Administrative Agent Trustee or any agent of the Administrative Agent Trustee responsible for the sale of all or any part of the Pledged Collateral at an inadequate price, even if the Administrative Agent Trustee shall accept the first offer received or fail to approach more than one possible purchaser so long as all aspects of such sale are conducted in a commercially reasonable mannerpurchaser. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Administrative Agent Trustee were to place, in accordance with Applicable Lawall applicable laws, all or any part of the Pledged Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Collateral for its own account, or if the Administrative Agent Trustee placed all or any part of the Pledged Collateral privately with a purchaser or purchasers (including a customer of the Administrative AgentTrustee). The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations of sales prices may exceed substantially the price at which the Administrative Agent Trustee sells.

Securities Act and Related Matters. The Pledgor Company understands and acknowledges that compliance with certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state 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 Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same (same, including, without limitation, to limit purchasers to those who agree to acquire the Pledged Collateral for their own account, for investment and not with a view to the resale or distribution thereof). The Pledgor Company acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than might be achieved through a public sale without restrictions (including in a public offering through a registration statement) and the Pledgor Company agrees that any such private sale made in accordance with Applicable Law shall not be deemed to have not been made in a commercially reasonable manner solely due to notwithstanding the failure to effect such registration (whether or not available unless required under Applicable Lawavailable) or otherwise offer the Pledged Collateral at a public sale. The Pledgor Company confirms that, subject to the requirements of Section 6 hereof, that the Administrative Agent shall have sole and absolute discretion in determining the type and conduct of all public and private sales of the Pledged Collateral (or any part thereof), in any manner and under any circumstances the Administrative Agent may choose; and the Pledgor Company clearly understands that neither the Administrative Agent nor any agent of the Administrative Agent nor any Secured Party is to have any such general duty or obligation to the Pledgor, except as required under Applicable LawCompany, and the Pledgor Company will not attempt to hold the Administrative Agent or any agent of the Administrative Agent or any Secured Party responsible for the sale of all or any part of the Pledged Collateral at an inadequate price, even if the Administrative Agent shall accept the first offer received or fail to approach more than one possible purchaser purchaser, so long as all aspects the Administrative Agent has otherwise complied with the requirements of this Agreement regarding such sale are conducted in a commercially reasonable mannersale. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Administrative Agent were to place, in accordance with Applicable Law, place all or any part of the Pledged Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Collateral for its own account, or if the Administrative Agent placed all or any part of the Pledged Collateral privately with a purchaser or purchasers (including a customer of the Administrative Agent). The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations of sales prices may exceed substantially the price at which the Administrative Agent sells.

Securities Act and Related Matters. The Pledgor Debtor understands and acknowledges that compliance with certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state 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 Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same (same, including, without limitation, to limit purchasers to those who agree to acquire the Pledged Collateral for their own account, for investment and not with a view to the resale or distribution thereof). The Pledgor Debtor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than might be achieved through a public sale without restrictions (including in a public offering through a registration statement) and the Pledgor Debtor agrees that any such private sale made in accordance with Applicable Law shall not be deemed to have not been made in a commercially reasonable manner solely due to notwithstanding the failure to effect such registration (whether or not available unless required under Applicable Lawavailable) or otherwise offer the Pledged Collateral at a public sale. The Pledgor Debtor confirms that, subject to the requirements of Section 6 hereof, that the Administrative Agent shall have sole and absolute discretion in determining the type and conduct of all public and private sales of the Pledged Collateral (or any part thereof), in any manner and under any circumstances the Administrative Agent may choose; and the Pledgor Debtor clearly understands that neither the Administrative Agent nor any agent of the Administrative Agent is to have any such general duty or obligation to the Pledgor, except as required under Applicable LawDebtor, and the Pledgor Debtor will not attempt to hold the Administrative Agent or any agent of the Administrative Agent responsible for the sale of all or any part of the Pledged Collateral at an inadequate price, even if the Administrative Agent shall accept the first offer received or fail to approach more than one possible purchaser so long as all aspects of such sale are conducted in a commercially reasonable mannerpurchaser. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Administrative Agent were to place, in accordance with Applicable Law, place all or any part of the Pledged Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Collateral for its own account, or if the Administrative Agent placed all or any part of the Pledged Collateral privately with a purchaser or purchasers (including a customer of the Administrative AgentAgent or any other Secured Party). The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations of sales prices may exceed substantially the price at which the Administrative Agent sells.