Common use of Securities Act, etc Clause in Contracts

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each , each Pledgor understands that compliance with the Federal Securities Laws may 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 Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement Agreement to the contrary, the Administrative Agent Lender may perhaps be held to have certain general duties and obligations to a Pledgor the Pledgors to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent Lender responsible for selling all or any part of the Pledged Securities at an inadequate price; provided that the Lender, even if in good faith, shall have obtained three bids for the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality purchase of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if and the Lender shall have accepted the highest offer of such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasersthree bids.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties Borrowers will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept accepts the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 12.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each , each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view If, at any time when the Secured Party shall determine to exercise its right to sell the whole or any part of the position of each Pledgor in relation Pledged Collateral hereunder, such Pledged Collateral or the part thereof to the Pledged Securities pledged by itbe sold shall not, or because of other present or future circumstancesfor any reason whatsoever, a question may arise be effectively registered under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute now or hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called in any jurisdiction (collectively, the “Federal Securities Laws”), with respect the Secured Party may, in its discretion (subject only to any disposition applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with Secured Party may deem necessary or advisable, but subject to the Federal Securities Laws may very strictly limit the course other requirements of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Securitiesthis Section 8, and may also limit shall not be required to effect such registration or to cause the extent same to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchasereffected. Without limiting the generality of the foregoingforego‐ing, in any such event, the provisions Secured Party in its discretion (a) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of this Section 10.7 would apply ifregistering such Pledged Collateral or part thereof could be or shall have been filed under any applicable Securities Law, for example(b) may approach and negotiate with a single possible purchaser to effect such sale, the Administrative Agent were and (c) may restrict such sale to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if a purchaser who will represent and agree that such investment banking firm purchased all or any part of the Pledged Securities purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In addition to a private sale as provided above in this Section 8, if the Administrative Agent placed all or any part of the Pledged Collateral shall not be freely distributable to the public without registration under applicable Securities privately Laws at the time of any proposed sale pursuant to this Section 8, then the Secured Party shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a purchaser view to the distribution thereof, and (iv) as to such other matters as the Secured Party may, in its discretion, deem necessary or purchasersappropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and all applicable Securities Laws.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may 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 SecuritiesCollateral, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral 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 any part of the Pledged Securities Collateral under applicable Blue Sky blue sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawThe Pledgor recognizes that in light of such restrictions and limitations the Trustee may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Trustee, in its sole and absolute discretion exercised in good faith and in accordance with applicable laws, (a) may proceed to make such a sale whether or not a registration statement for the absence purpose of an agreement registering such Pledged Collateral or part thereof has been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. The Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the contraryseller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged Trustee shall incur no responsibility or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible liability for selling all or any part of the Pledged Securities Collateral at an inadequate pricea price that the Trustee, even in its sole and absolute discretion, may in good fxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the Administrative Agent shall accept the first offer received sale were deferred until after registration as aforesaid or does not approach if more than one possible purchasera single purchaser were approached. Without limiting the generality of the foregoing, the The provisions of this Section 10.7 would 7.3 will apply if, for example, notwithstanding the Administrative Agent were to place all existence of a public or any part of private market upon which the Pledged Securities for private placement by an investment banking firm, quotations or if such investment banking firm purchased all or any part of sales prices might exceed substantially the Pledged Securities for its own account, or if price at which the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasersTrustee sells.

Securities Act, etc. In view of the position of each Pledgor the Pledgors in relation to Pledged Collateral owned by the Pledged Securities pledged by itPledgors, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act act and any all such similar statute statutes as from time to time in effect being hereinafter called the “Federal Securities Laws”), ) with respect to any disposition of the Pledged Securities Collateral permitted hereunderunder this Agreement. Each Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged Securities, Collateral and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps Secured Party might be held to have certain general duties and obligations to a Pledgor the Pledgors, as pledgors, to make some effort towards toward obtaining a fair price even though the Obligations obligations of the Pledgors may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives clearly understand that the Secured Party is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to itany Pledgor, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent Secured Party responsible for selling all or any part of the Pledged Securities Collateral at an inadequate price, price even if the Administrative Agent Secured Party shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 9.04 would apply if, for example, the Administrative Agent Secured Party were to place all or any part of the Pledged Securities Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Collateral for its own account, or if the Administrative Agent Secured Party placed all or any part of the Pledged Securities Collateral privately with a purchaser or purchasers. The provisions of this Section 9.04 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 Secured Party sells all or any part of Pledged Collateral.

Securities Act, etc. In view of the position of each Pledgor the Pledgors in relation to Pledged Collateral owned by the Pledged Securities pledged by itPledgors, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act act and any all such similar statute statutes as from time to time in effect being hereinafter called the “Federal Securities Laws”), ) with respect to any disposition of the Pledged Securities Collateral permitted hereunderunder this Agreement. Each Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged Securities, Collateral and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps Secured Party might be held to have certain general duties and obligations to a Pledgor the Pledgors, as pledgors, to make some effort towards toward obtaining a fair price even though the Obligations obligations of the Pledgors may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives clearly understand that the Secured Party is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to itany Pledgor, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent Secured Party responsible for selling all or any part of the Pledged Securities Collateral at an inadequate price, price even if the Administrative Agent Secured Party shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent Secured Party were to place all or any part of the Pledged Securities Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Collateral for its own account, or if the Administrative Agent Secured Party placed all or any part of the Pledged Securities Collateral privately with a purchaser or purchasers. 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 Secured Party sells all or any part of Pledged Collateral.

Securities Act, etc. (a) In view of the position of each Pledgor in relation to the Pledged Securities pledged by itCollateral, or because of other present or future circumstances, a question may arise under the Securities Act of 19331933 or the Securities Exchange Act of 1934, as amended, as either is now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act acts and any such similar statute as from time to time in effect being hereinafter herein called the “"Federal Securities Laws”), ") with respect to any disposition of the Pledged Securities Collateral permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Payee if the Administrative Agent Payee were to attempt to dispose of all or any part of the Pledged SecuritiesCollateral, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Payee in any attempt to dispose of all or any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent Payee may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards toward obtaining a fair price even though the Obligations obligations of Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives clearly understands that the Payee is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to itPledgor, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent Payee responsible for selling all or any part of the Pledged Securities Collateral at an any inadequate price, price even if the Administrative Agent Payee shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent Payee were to place all or any part of the Pledged Securities Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or of any part of the Pledged Securities Collateral for its own account, or if the Administrative Agent Payee placed all or any part of the Pledged Securities Collateral privately with a purchaser or purchaserspurchaser. (b) Accordingly, Pledgor expressly agrees that the Payee is authorized, in connection with any sale of the Collateral, in its reasonable discretion, to do, (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral, (ii) to cause to be placed on certificates for any or all of the Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Federal Securities Laws and may not be disposed of in violation of the provision of said Federal Securities Laws and (iii) to impose such other limitations or conditions in connection with any such sale as the Payee deems reasonably necessary or advisable in order to comply with said Federal Securities Laws or any other law. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Payee deems necessary or advisable in order to comply with said Federal Securities Laws or any other law. The Payee shall be under no obligation to delay a sale of any Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such securities under the Federal Securities Laws, or under applicable state securities laws, even if the issuer would agree to it. Nothing contained herein shall require the Pledgor to register such securities under the Federal Securities Laws, or under applicable state securities laws.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 11.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each the Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities under applicable “Blue Sky Sky” or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent Secured Party may perhaps be held to have certain general duties and obligations to a the Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to To the fullest maximum extent permitted by Applicable Law applicable law, each Pledgor hereby agrees that the Secured Party shall not have any such general duty or obligation to it, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent Secured Party responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent Secured Party shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 9 would apply if, for example, the Administrative Agent Secured Party were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent Secured Party placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may 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 Pledged SecuritiesCollateral, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral 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 any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps Lender might to be held to have certain general duties and obligations to a the Pledgor to make some effort towards toward obtaining a fair price even though the Obligations obligations of the Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. Each The Pledgor waives clearly understands that the Lender is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to itthe Pledgor, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent Lender responsible for selling all or any part of the Pledged Securities Collateral at an any inadequate price, price even if the Administrative Agent Lender shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent Lender were to place all or any part of the Pledged Securities Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Collateral for its own account, or if the Administrative Agent Lender placed all or any part of the Pledged Securities Collateral privately with a purchaser or purchasers. Accordingly, the Pledgor expressly agrees that the Lender is authorized, in connection with any sale of the Pledged Collateral, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Collateral, (ii) to cause to be placed on certificates for any or all of the Pledged Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Federal Securities Laws and may not be disposed of in violation of the provision of any applicable law, rule or regulation and (iii) to impose such other limitations or conditions in connection with any such sale as the Lender deems necessary or advisable in order to comply with any law, rule or regulation. The Pledgor covenants and agrees that the Pledgor will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order to comply with all applicable laws, rules or regulations. The Pledgor acknowledges and agrees that such limitations may result in prices and other terms less favorable to the seller than if such limitations were not imposed, and, notwithstanding such limitations, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner, it being the agreement of the Pledgor and the Lender that 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 Lender sells. The Lender shall be under no obligation to delay a sale of any Pledged Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such securities under the Securities Act of 1933 or under applicable state securities laws, even if the issuer would agree to it.

Securities Act, etc. In view of the position of each the Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable "Blue Sky Sky" or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a the Pledgor to make some such effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to To the fullest maximum extent permitted by Applicable Law applicable law, the Pledgor hereby agrees that the Administrative Agent shall not have any such general duty or obligation to it, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 9 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities Interests pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities Interests permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 SecuritiesInterests, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities Interests may 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 any part of the Pledged Securities Interests under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Transaction Parties will not attempt to hold the Administrative Agent Agent, the Issuing Bank, any Lender or any other Secured Party responsible for selling all or any part of the Pledged Securities Interests at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities Interests for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Interests for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities Interests privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each the Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effectamended (the "Securities Act"), or any similar statute hereafter enacted analogous in purpose or effect successor Federal securities law (such Act and any such similar statute as from time to time in effect being hereinafter called together with the “Securities Act, the "Federal Securities Laws”), ") with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may very might 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 Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawThe Pledgor further understands that under applicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps might be held to have certain general duties and obligations to a Pledgor the Pledgor, as pledgor, to make some effort towards toward obtaining a fair price even though the Obligations obligations of the Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. Each The Pledgor waives confirms that the Administrative Agent shall have sole and absolute discretion in determining the type and conduct of all public and private sales of Collateral, in any manner and under any circumstances the Administrative Agent may choose; and the Pledgor clearly understands that neither the Administrative Agent nor any Lender is to the fullest extent permitted by Applicable Law have any such general duty or obligation to itthe Pledgor, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent or any Lender responsible for selling the sale of all or any part of the Pledged Securities at an inadequate price, price even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 13 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers. The provisions of this Section 13 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.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a A question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”), ") with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawThe Pledgor recognizes that in light of such restrictions and limitations the Secured Party may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Secured Party, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the absence purpose of an agreement registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. The Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the contraryseller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged Secured Party shall incur no responsibility or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible liability for selling all or any part of the Pledged Securities at an inadequate pricea price that the Secured Party, even 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 Administrative Agent shall accept the first offer received sale were deferred until after registration as aforesaid or does not approach more if more, than one possible purchasera single purchaser were approached. Without limiting the generality of the foregoing, the The provisions of this Section 10.7 would 14 will apply if, for example, notwithstanding the Administrative Agent were to place all existence of a public or any part of private market upon which the Pledged Securities for private placement by an investment banking firm, quotations or if such investment banking firm purchased all or any part of sales prices may exceed substantially the Pledged Securities for its own account, or if price at which the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasersSecured Party sells.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Administrative Collateral Agent if the Administrative Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Collateral Agent in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Collateral Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Secured Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Collateral Agent or any other Secured Party responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Collateral Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 4.7 would apply if, for example, the Administrative Collateral Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Collateral Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each , each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor the Pledgors to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each The Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under understands that compliance with the Securities Act of 1933, as amended, as now or hereafter in effecteffect (the “Securities Act”), or the Investment Company Act and any similar other federal statute hereafter enacted analogous in purpose or effect (such the Securities Act, the Investment Company Act and any such similar statute and related rules and regulations promulgated thereunder as from time to time in effect being hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may ) might very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged SecuritiesShares permitted hereunder, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Shares could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities Shares under applicable Blue Sky “blue sky” or other state securities laws, laws or similar laws analogous in purpose or effectlaws. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps Secured Party might be held to have certain general duties and obligations to a the Pledgor or to make some effort towards toward obtaining a fair price even though the Obligations obligations of the Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. Each The Pledgor waives further understands that the Secured Party is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaserPledgor. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent Secured Party were to place all or any part of the Pledged Securities Shares for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Shares for its own account, or if the Administrative Agent Secured Party placed all or any part of the Pledged Securities Shares privately with a purchaser or purchasers. 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 Secured Party sells any Pledged Shares.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each a) The Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged SecuritiesCollateral, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Law. (b) Accordingly, the Pledgor expressly agrees that the Secured Party is authorized, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a connection with any sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate priceCollateral, even if it deems it advisable so to do, (i) to restrict the Administrative Agent shall accept the first offer received prospective bidders on or does not approach more than one possible purchaser. Without limiting the generality purchasers of any of the foregoingPledged Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Collateral, (ii) to cause to be placed on certificates for any or all of the Pledged Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Federal Securities Laws and may not be disposed of in violation of the provision of any applicable law, rule or regulation and (iii) to impose such other limitations or conditions in connection with any such sale as the Secured Party deems necessary or advisable in order to comply with any law, rule or regulation. (c) The Pledgor covenants and agrees that the Pledgor will execute and deliver such documents and take such other action as the Secured Party deems necessary or advisable in order to comply with all applicable laws, rules or regulations. The Pledgor acknowledges and agrees that such limitations may result in prices and other terms less favorable to the seller than if such limitations were not imposed, and, notwithstanding such limitations, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner, it being the agreement of the Pledgor and the Secured Party that the provisions of this Section 10.7 would 7.5 will apply ifnotwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed the price at which the Secured Party sells. The Secured Party shall be under no obligation to delay a sale of any Pledged Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such securities under the Securities Act of 1933, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firmas amended, or if such investment banking firm purchased all or any part of the Pledged Securities for its own accountunder applicable state securities laws, or even if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasersissuer would agree to it.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effecteffect (the "Securities Act"), or any similar statute hereafter enacted analogous in purpose or effect (such the Securities Act and any such similar statute as from time to time in effect being hereinafter called the “"Federal Securities Laws”), ") with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, Each Pledgor agrees that the Administrative Agent may perhaps be held to have certain general duties and obligations to shall not incur any liability as a Pledgor to make some effort towards obtaining a fair price even though result of the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities or any portion thereof at an inadequate priceany such private sale in a manner that the Administrative Agent reasonably believes is commercially reasonable (within the meaning of Section 9-504(3) of the Uniform Commercial Code). Each Pledgor hereby waives any claims against the Administrative Agent or the Lenders arising by reason of the fact that the price at which the Pledged Securities may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Administrative Agent shall accept the first offer received or and does not approach offer any portion of the Pledged Securities to more than one possible purchaser. Each Pledgor further agrees that the Administrative Agent has no obligation to delay the sale of any Pledged Securities for the period of time necessary to permit such Pledgor to qualify or register such Pledged Securities for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if such Pledgor would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section 10.7 12 would apply if, for example, the Administrative Agent were to place all or any part portion of the Pledged Securities for private placement by an any investment banking firm, or if such investment banking firm purchased all or any part portion of the Pledged Securities securities for its own account, or if the Administrative Agent placed all or any part portion of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does shall not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 11.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent Lender may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law Law, any such general duty or obligation to it, and the Pledgors and/or and, or the Credit Parties will not attempt to hold the Administrative Agent Lender responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent Lender shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 10.6 would apply if, for example, the Administrative Agent Lender were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent Lender placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effecteffect (the "Securities Act"), or any similar statute hereafter enacted analogous in purpose or effect (such the Securities Act and any such similar statute as from time to time in effect being hereinafter called the “"Federal Securities Laws”), ") with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, Each Pledgor agrees that the Administrative Agent may perhaps be held to have certain general duties and obligations to shall not incur any liability as a Pledgor to make some effort towards obtaining a fair price even though result of the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities or any portion thereof at an inadequate priceany such private sale in a manner that the Administrative Agent reasonably believes is commercially reasonable (within the meaning of Section 9-504(3) of the Uniform Commercial Code). Each Pledgor hereby waives any claims against the Administrative Agent, the Agent or the Lenders arising by reason of the fact that the price at which the Pledged Securities may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Administrative Agent shall accept the first offer received or and does not approach offer any portion of the Pledged Securities to more than one possible purchaser. Each Pledgor further agrees that the Administrative Agent has no obligation to delay the sale of any Pledged Securities for the period of time necessary to permit such Pledgor to qualify or register such Pledged Securities for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if such Pledgor would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section 10.7 12 would apply if, for example, the Administrative Agent were to place all or any part portion of the Pledged Securities for private placement by an any investment banking firm, or if such investment banking firm purchased all or any part portion of the Pledged Securities securities for its own account, or if the Administrative Agent placed all or any part portion of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor the Debtors in relation to the Pledged Securities pledged Collateral owned by itthe Debtors, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act act and any all such similar statute statutes as from time to time in effect being hereinafter called the “Federal Securities Laws”), ) with respect to any disposition of the Pledged Securities Collateral permitted hereunderunder this Agreement. Each Pledgor Debtor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged Securities, Collateral and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps Secured Party might be held to have certain general duties and obligations to a Pledgor the Debtors, as Debtors, to make some effort towards toward obtaining a fair price even though the Obligations obligations of the Debtors may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives Debtor clearly understands that the Secured Party is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to itany Debtor, and the Pledgors and/or the Credit Parties Debtors will not attempt to hold the Administrative Agent Secured Party responsible for selling all or any part of the Pledged Securities Collateral at an inadequate price, price even if the Administrative Agent Secured Party shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent Secured Party were to place all or any part of the Pledged Securities Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Collateral for its own account, or if the Administrative Agent Secured Party placed all or any part of the Pledged Securities Collateral privately with a purchaser or purchasers. 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 Secured Party sells all or any part of the Collateral.

Securities Act, etc. (a) In view of the position of each the Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effectamended (the "SECURITIES ACT"), or any similar statute hereafter enacted analogous in purpose or effect successor Federal securities law (such Act and any such similar statute as from time to time in effect being hereinafter called together with the “Federal Securities Laws”)Act, the "FEDERAL SECURITIES LAWS") with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may very might strictly limit the course of conduct of the Administrative Agent Secured Party if the Administrative Agent Secured Party were to attempt to dispose of all or any part of the Pledged Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Secured Party in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky blue sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Law. (b) Anything herein to the contrary notwithstanding, and in view of restrictions specified in paragraph (a) of this Section 12, the absence Pledgor agrees that, upon the occurrence of an agreement to the contraryEvent of Default, the Administrative Agent may perhaps be held Secured Party may, from time to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to ittime, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling sell all or any part of the Pledged Securities at an inadequate priceby means of a private placement, even if restricting the Administrative Agent shall accept bidders and prospective purchasers to those who will represent or agree as to their investment intent or method of resale or both in a manner reasonably required by the first offer received or does not approach more than one possible purchaserSecured Party to assure compliance with applicable securities laws. Without limiting the generality of the foregoingIn so doing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were Secured Party may solicit offers to place all buy such Pledged Securities or any part thereof, for cash, from a limited number of investors deemed by the Secured Party, in its exclusive judgment, to be responsible parties who might be interested in purchasing such Pledged Securities. Pledgor acknowledges and agrees that private sales so made may be at prices and other terms less favorable to the seller than if the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasersSecurity were sold at public sales.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each , each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor the Pledgors to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties Debtors will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 10.6 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Group 1 Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Group 1 Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Group 1 Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Group 1 Pledged Securities may 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 any part of the Group 1 Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Group 1 Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 11.7 would apply if, for example, the Administrative Agent were to place all or any part of the Group 1 Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Group 1 Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Group 1 Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each the Pledgor in relation to the Pledged Securities pledged by itInterests, or because of other present current or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), ) with respect to any disposition of the Pledged Securities Interests permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Collateral Agent, if the Administrative Collateral Agent were to attempt to dispose of all or any part of the Pledged SecuritiesInterests after the occurrence and during the continuation of an Acceleration Event, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Interests could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Collateral Agent in any attempt to dispose of all or any part of the Pledged Securities Interests under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawThe Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, after the occurrence and during the continuation of an Acceleration Event, with respect to any sale of the Pledged Interests, limit the purchasers to those who will represent and agree, among other things, to acquire such Pledged Interests for their own account for investment, and not with a view to the distribution or resale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Securities Collateral so sold. The Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in the absence of an agreement its sole and absolute discretion (but subject to the contraryother provisions of this Agreement and the Credit Agreement), (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Interests or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. The Pledgor 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 Collateral Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged shall incur no responsibility or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible liability for selling all or any part of the Pledged Securities Interests at an inadequate pricea price that the Collateral Agent, even 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 Administrative Agent shall accept the first offer received sale were deferred until after registration as aforesaid or does not approach if more than one possible purchasera single purchaser were approached. Without limiting the generality of the foregoing, the The provisions of this Section 10.7 would 10 will apply if, for example, notwithstanding the Administrative existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchaserssells.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities Interests pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities Interests permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 SecuritiesInterests, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities Interests may 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 any part of the Pledged Securities Interests under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Transaction Parties will not attempt to hold the Administrative Agent Agent, the Issuing Bank, any 77 Lender or any other Secured Party responsible for selling all or any part of the Pledged Securities Interests at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities Interests for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Interests for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities Interests privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor the Pledgors in relation to the Pledged Securities pledged by itSecurities, or because of other present current or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), ) or equivalent legislation in any other jurisdiction with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may or equivalent legislation in any other jurisdiction might very strictly limit the course of conduct of the Administrative Collateral Agent if the Administrative Collateral Agent were was to attempt to dispose of all or any part of the Pledged Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Collateral Agent in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawEach Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, in with respect to any sale of the absence of an agreement Pledged Securities, limit the purchasers to those who will represent and agree, among other things, to acquire such Pledged Securities for their own account for investment, and not with a view to the contrarydistribution or resale thereof, and upon consummation of any such sale the Administrative Collateral Agent may perhaps be held shall have the right to have certain general duties assign, transfer and obligations deliver to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged purchaser or reduced by purchasers thereof the proceeds of a sale at a lesser priceCollateral so sold. Each Pledgor waives acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (but subject to the fullest extent permitted by Applicable Law other provisions of this Agreement), (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws or equivalent legislation in any other jurisdiction and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such general duty 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 Collateral Agent shall incur no responsibility or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible liability for selling all or any part of the Pledged Securities at an inadequate pricea price that the Collateral Agent, even 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 Administrative Agent shall accept the first offer received sale were deferred until after registration as aforesaid or does not approach if more than one possible purchasera single purchaser were approached. Without limiting the generality of the foregoing, the The provisions of this Section 10.7 would 10 will apply if, for example, notwithstanding the Administrative existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchaserssells.

Securities Act, etc. (a) In view of the position of each Pledgor the ------------------- applicable Grantor in relation to the its Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter herein called the “"Federal Securities Laws”"), with ----------------------- respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor Grantor understands that compliance with the Federal Securities Laws may 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 Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any such Pledged Securities may could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent and the other Secured Parties in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky blue sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawAccordingly, each Grantor expressly agrees that the Agent is authorized, in connection with any sale of the absence Pledged Securities, if the Agent deems it advisable so to do, (a) to restrict the prospective bidders on or purchasers of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate priceto a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, even if the Administrative Agent shall accept the first offer received (b) to cause to be placed on certificates for any or does not approach more than one possible purchaser. Without limiting the generality all of the foregoingPledged Securities or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Federal Securities Laws and may not be disposed of in violation of the provision of the Federal Securities Laws and (c) to impose such other limitations or conditions in connection with any such sale as the Agent deems necessary or advisable in order to comply with the Federal Securities Laws or any other law. Each Grantor covenants and agrees that, upon the occurrence and during the continuance of an Event of Default, it will execute and deliver such documents and take such other action as the Agent deems necessary or advisable in order to comply with the Federal Securities Laws or any other law. Each Grantor acknowledges and agrees that such limitations may result in prices and other terms less favorable to the seller than if such limitations were not imposed, and, notwithstanding such limitations, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner, it being the agreement of each Grantor, the Agent and the other Secured Parties that the provisions of this Section 10.7 would 6.07 will apply if, for example, notwithstanding the Administrative existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Agent were sells the Pledged Securities. The Agent shall be under no obligation to place all or delay a sale of any part of the Pledged Securities for private placement by an investment banking firma period of time necessary to permit the issuer of any securities contained therein to register such securities under the Federal Securities Laws, or if such investment banking firm purchased all or any part of the Pledged Securities for its own accountunder applicable state securities laws, or even if the Administrative Agent placed all or any part issuer would agree to do so. (b) Borrower hereby acknowledges the provisions of each Section 6.05 set forth in the Pledged Securities privately Buyer Pledge Agreement, the Seller Pledge Agreement and the Parent Pledge Agreement and agrees to comply with a purchaser or purchasersthe requirements set forth in such sections as they relate to the Borrower.

Securities Act, etc. In view If, at any time when the Secured Party shall determine to exercise its right to sell the whole or any part of the position of each Pledgor in relation Pledged Collateral hereunder, such Pledged Collateral or the part thereof to the Pledged Securities pledged by itbe sold shall not, or because of other present or future circumstancesfor any reason whatsoever, a question may arise be effectively registered under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute now or hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called in any jurisdiction (collectively, the “Federal Securities Laws”), with respect the Secured Party may, in its discretion (subject only to any disposition applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with Secured Party may deem necessary or advisable, but subject to the Federal Securities Laws may very strictly limit the course other requirements of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Securitiesthis Section 8, and may also limit shall not be required to effect such registration or to cause the extent same to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchasereffected. Without limiting the generality of the foregoingforego-ing, in any such event, the provisions Secured Party in its discretion (a) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of this Section 10.7 would apply ifregistering such Pledged Collateral or part thereof could be or shall have been filed under any applicable Securities Law, for example(b) may approach and negotiate with a single possible purchaser to effect such sale, the Administrative Agent were and (c) may restrict such sale to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if a purchaser who will represent and agree that such investment banking firm purchased all or any part of the Pledged Securities purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In addition to a private sale as provided above in this Section 8, if the Administrative Agent placed all or any part of the Pledged Collateral shall not be freely distributable to the public without registration under applicable Securities privately Laws at the time of any proposed sale pursuant to this Section 8, then the Secured Party shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a purchaser view to the distribution thereof, and (iv) as to such other matters as the Secured Party may, in its discretion, deem necessary or purchasersappropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and all applicable Securities Laws.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors Pledgor and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor the Subsidiary Pledgors in relation to the Pledged Securities pledged by itSecurities, or because of other present current or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called collectively referred to herein as the “"Federal Securities Laws”), ") with respect to any disposition of the Pledged Securities permitted hereunder. Each Subsidiary Pledgor understands that compliance with the Federal Securities Laws may might very strictly limit the course of conduct of the Administrative Agent Collateral Trustee if the Administrative Agent Collateral Trustee were to attempt to dispose of all or any part of the Pledged Securities, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent Collateral Trustee in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawEach Subsidiary Pledgor recognizes that in light of such restrictions and limitations the Collateral Trustee may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Subsidiary Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Trustee, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the absence purpose of an agreement registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Subsidiary Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the contraryseller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged Collateral Trustee shall incur no responsibility or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible liability for selling all or any part of the Pledged Securities at an inadequate pricea price that the Collateral Trustee, even 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 Administrative Agent shall accept the first offer received sale were deferred until after registration as aforesaid or does not approach if more than one possible purchasera single purchaser were approached. Without limiting the generality of the foregoing, the The provisions of this Section 10.7 would 12 will apply if, for example, notwithstanding the Administrative Agent were to place all existence of a public or any part of private market upon which the Pledged Securities for private placement by an investment banking firm, quotations or if such investment banking firm purchased all or any part of sales prices may exceed substantially the Pledged Securities for its own account, or if price at which the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasersCollateral Trustee sells.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Administrative Collateral Agent if the Administrative Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Collateral Agent in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Collateral Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent Collateral Agent, any other Agent, the Issuing Bank, any Lender or any other Secured Party responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Collateral Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Collateral Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Collateral Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each , each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor the Pledgors to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 11.07 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each the Pledgor in relation to the Pledged Securities pledged by itSecurities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable "Blue Sky Sky" or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a the Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each The Pledgor waives to hereby agrees that the fullest extent permitted by Applicable Law Agent shall not have any such general duty or obligation to it, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 8 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view If the Agent were to attempt to dispose of all or any part of the position of each Collateral, the Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under understands that compliance with the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may Law") 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral 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 any part of the Pledged Securities Collateral under applicable Blue Sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable Lawapplicable law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps might be held to have certain general duties and obligations to a Pledgor the Pledgor, as pledgor, to make some effort towards toward obtaining a fair price even though the Obligations Obligation Secured may be discharged or reduced by the proceeds of a sale at a lesser price. Each The Pledgor waives clearly understands that the Agent is not to the fullest extent permitted by Applicable Law have any such general duty or obligation to itsuch Pledgor, and the Pledgors and/or the Credit Parties Pledgor will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities Collateral at an inadequate price, price even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities Collateral for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities Collateral privately with a purchaser or purchasers. 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 Agent sells.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each The Pledgor understands that compliance with the Federal Securities Laws may 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 SecuritiesCollateral, and may might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may Collateral 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 any part of the Pledged Securities Collateral under applicable Blue Sky blue sky or other state securities laws, laws or similar laws analogous in purpose or effect. Under Applicable LawThe Pledgor recognizes that in light of such restrictions and limitations the Trustee may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Trustee, in its sole and absolute discretion exercised in good faith and in accordance with applicable laws, (a) may proceed to make such a sale whether or not a registration statement for the absence purpose of an agreement registering such Pledged Collateral or part thereof has been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. The Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the contraryseller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged Trustee shall incur no responsibility or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible liability for selling all or any part of the Pledged Securities Collateral at an inadequate pricea price that the Trustee, even 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 Administrative Agent shall accept the first offer received sale were deferred until after registration as aforesaid or does not approach if more than one possible purchasera single purchaser were approached. Without limiting the generality of the foregoing, the The provisions of this Section 10.7 would 7.3 will apply if, notwithstanding the existence of a public or private market upon which the quotations or sales prices might exceed substantially the price at which the Trustee sells. SECTION 8 STANDARD OF CARE; TRUSTEE MAY PERFORM The powers conferred on the Trustee hereunder are solely intended to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for examplethe exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent were Trustee shall have no duty as to place all any Collateral or any part of as to the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.taking

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may 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 Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may 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 any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Agent shall accept the first offer received or does shall not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 11.7 would apply if, for example, the Administrative Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities pledged by it, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, 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 hereinafter called the “"Federal Securities Laws”"), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Administrative Collateral Agent if the Administrative Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Collateral Agent in any attempt to dispose of all or any part of the Pledged Securities under applicable Blue Sky or other state securities laws, or similar laws analogous in purpose or effect. Under Applicable Law, in the absence of an agreement to the contrary, the Administrative Collateral Agent may perhaps be held to have certain general duties and obligations to a Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. Each Pledgor waives to the fullest extent permitted by Applicable Law any such general duty or obligation to it, and the Pledgors and/or the Credit Parties will not attempt to hold the Collateral Agent, the Administrative Agent Agent, the Issuing Bank, any Lender or any other Secured Party responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Administrative Collateral Agent shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 10.7 would apply if, for example, the Administrative Collateral Agent were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Administrative Collateral Agent placed all or any part of the Pledged Securities privately with a purchaser or purchasers.