Common use of Securities and Other Laws; Contractual Restrictions; Registration Clause in Contracts

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended (the "Securities Act"), and other laws, including, without limitation, state "blue sky" laws, or contractual restrictions or agreements imposed upon certain Persons, there may be legal restrictions or limitations affecting Agent in any attempts to dispose of the Capital Stock Collateral and the enforcement of its rights hereunder. For these reasons, Agent is hereby authorized by Pledgor, but not obligated, during the continuance of any Event of Default to sell or otherwise dispose of any of the Capital Stock Collateral at private sale, subject to an investment letter, or in any other manner which will not require the Capital Stock Collateral, or any part thereof, to be registered in accordance with the Securities Act, or the rules and regulations promulgated thereunder, or any other law. Agent is also hereby authorized by Pledgor, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as Agent may deem required or appropriate under the Securities Act or other securities laws or other laws or contractual restrictions or agreements in the event of a sale or disposition of any of the Capital Stock Collateral. Pledgor clearly understands that Agent may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Capital Stock Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by Agent shall be deemed to be not "commercially reasonable" because so made. Pledgor agrees that in the event Agent shall, during the continuance of an Event of Default, sell the Capital Stock Collateral or any portion thereof at any private sale or sales, Agent shall have the right to rely upon the advice and opinion of appraisers and other Persons, which appraisers and other Persons are acceptable to Agent, as to the best price reasonably obtainable upon such a private sale thereof. In the absence of fraud, such reliance shall be evidence that Agent handled such matter in a commercially reasonable manner under applicable law. (b) If Agent shall determine to exercise its right to sell any or all of the Capital Stock Collateral, and if in the opinion of counsel for Agent it is necessary, or if in the opinion of Agent it is advisable, to have the Capital Stock Collateral (or that portion thereof to be sold) registered under the provisions of the Securities Act, Pledgor will, to the fullest extent it has the capability to do so, cause the Issuer or Issuers of the Capital Stock Collateral contemplated to be sold to execute and deliver, and cause the directors and officers of each thereof to execute and deliver, all at Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register the Capital Stock Collateral (or that portion thereof to be sold) under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as Agent may deem appropriate to facilitate the sale or other disposition of such Capital Stock Collateral from the date of the first public offering of the Capital Stock Collateral (or that portion thereof to be sold) and to make all amendments thereto and/or to the related prospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act. Pledgor shall use its best efforts to cause each Issuer to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Agent shall designate and to cause each Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act and applicable "blue sky" laws.

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended (the "Securities Act"), and other lawsLaws, including, including without limitation, limitation state "blue sky" laws, or contractual restrictions or agreements imposed upon certain Persons, there may be legal restrictions or limitations affecting Administrative Agent in any attempts to dispose of the Capital Stock Collateral and the enforcement of its rights Rights hereunder. For these reasons, Administrative Agent is hereby authorized by Pledgor, but not obligated, during the continuance of any Event of Default Default, to sell or otherwise dispose of any of the Capital Stock Collateral at private sale, subject to an investment letter, or in any other manner which will not require the Capital Stock Collateral, or any part thereof, to be registered in accordance with the Securities Act, or the rules and regulations promulgated thereunder, or any other lawLaw. Administrative Agent is also hereby authorized by Pledgor, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as Administrative Agent may deem required or appropriate under the Securities Act or other securities laws Laws or other laws Laws or contractual restrictions or agreements in the event of a sale or disposition of any of the Capital Stock Collateral. Pledgor clearly understands that Administrative Agent may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Capital Stock Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by Administrative Agent shall be deemed to be not "commercially reasonable" because so made. Pledgor agrees that in the event Administrative Agent shall, during the continuance of an Event of Default, sell the Capital Stock Collateral or any portion thereof at any private sale or sales, Administrative Agent shall have the right Right to rely upon the advice and opinion of appraisers and other Persons, which appraisers and other Persons are acceptable to Administrative Agent, as to the best price reasonably obtainable upon such a private sale thereof. In the absence of fraud, such reliance shall be evidence that Administrative Agent handled such matter in a commercially reasonable manner under applicable law.Law. 150 (b) If Administrative Agent shall determine to exercise its right Right to sell any or all of the Capital Stock Collateral, and if in the opinion of counsel for Administrative Agent it is necessary, or if in the opinion of Administrative Agent it is advisable, to have the Capital Stock Collateral (or that portion thereof to be sold) , registered under the provisions of the Securities Act, Pledgor will, to the fullest extent it has the capability to do so, cause the Issuer or Issuers issuers of the Capital Stock Collateral contemplated to be sold to execute and deliver, and cause the directors and officers of each thereof to execute and deliver, all at Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, Administrative Agent advisable to register the Capital Stock Collateral (or that portion thereof to be sold) , under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as Administrative Agent may deem appropriate to facilitate the sale or other disposition of such Capital Stock Collateral from the date of the first public offering of the Capital Stock Collateral (or that portion thereof to be sold) , and to make all amendments thereto and/or to the related prospectus which, in the opinion of Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act. Pledgor shall use its best efforts to cause each Issuer to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Administrative Agent shall designate and to cause each Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act and applicable "blue sky" laws.

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended (the "Securities Act"), and other lawsLaws, including, including without limitation, limitation state "blue sky" laws, or contractual restrictions or agreements imposed upon certain Persons, there may be legal restrictions or limitations affecting Agent Administrative Lender in any attempts to dispose of the Capital Stock Collateral and the enforcement of its rights Rights hereunder. For these reasons, Agent Administrative Lender is hereby authorized by Pledgor, but not obligated, during the continuance of any Event of Default Default, to sell or otherwise dispose of any of the Capital Stock Collateral at private sale, subject to an investment letter, or in any other manner which will not require the Capital Stock Collateral, or any part thereof, to be registered in accordance with the Securities Act, or the rules and regulations promulgated thereunder, or any other lawLaw. Agent Administrative Lender is also hereby authorized by Pledgor, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as Agent Administrative Lender may deem required or appropriate under the Securities Act or other securities laws Laws or other laws Laws or contractual restrictions or agreements in the event of a sale or disposition of any of the Capital Stock Collateral. Pledgor clearly understands that Agent Administrative Lender may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Capital Stock Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by Agent Administrative Lender shall be deemed to be not "commercially reasonable" because so made. Pledgor agrees that in the event Agent Administrative Lender shall, during the continuance of an Event of Default, sell the Capital Stock Collateral or any portion thereof at any private sale or sales, Agent Administrative Lender shall have the right Right to rely upon the advice and opinion of appraisers and other Persons, which appraisers and other Persons are acceptable to AgentAdministrative Lender, as to the best price reasonably obtainable upon such a private sale thereof. In the absence of fraud, such reliance shall be evidence that Agent Administrative Lender handled such matter in a commercially reasonable manner under applicable lawLaw. (b) If Agent Administrative Lender shall determine to exercise its right Right to sell any or all of the Capital Stock Collateral, and if in the opinion of counsel for Agent Administrative Lender it is necessary, or if in the opinion of Agent Administrative Lender it is advisable, to have the Capital Stock Collateral (or that portion thereof to be sold) , registered under the provisions of the Securities Act, Pledgor will, to the fullest extent it has the capability to do so, cause the Issuer or Issuers issuers of the Capital Stock Collateral contemplated to be sold to execute and deliver, and cause the directors and officers of each thereof to execute and deliver, all at Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of AgentAdministrative Lender, advisable to register the Capital Stock Collateral (or that portion thereof to be sold) , under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as Agent Administrative Lender may deem appropriate to facilitate the sale or other disposition of such Capital Stock Collateral from the date of the first public offering of the Capital Stock Collateral (or that portion thereof to be sold) , and to make all amendments thereto and/or to the related prospectus which, in the opinion of AgentAdministrative Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act. Pledgor shall use its best efforts to cause each Issuer to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Agent Administrative Lender shall designate and to cause each Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act and applicable "blue sky" laws.

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended (the "Securities Act"), and other lawsLaws, including, without limitation, state "blue sky" laws, or contractual restrictions or agreements imposed upon certain Persons, there may be legal restrictions or limitations affecting Administrative Agent in any attempts to dispose of the Capital Stock Collateral and the enforcement of its rights Rights hereunder. For these reasons, Administrative Agent is hereby authorized by Pledgor, but not obligated, during the continuance of any Event of Default Default, to sell or otherwise dispose of any of the Capital Stock Collateral at private sale, subject to an investment letter, or in any other manner which will not require the Capital Stock Collateral, or any part thereof, to be registered in accordance with the Securities Act, or the rules and regulations promulgated thereunder, or any other lawLaw. Administrative Agent is also hereby authorized by Pledgor, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as Administrative Agent may deem required or appropriate under the Securities Act or other securities laws Laws or other laws Laws or contractual restrictions or agreements in the event of a sale or disposition of any of the Capital Stock Collateral. Pledgor clearly understands that Administrative Agent may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Capital Stock Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by Administrative Agent shall be deemed to be not "commercially reasonable" because so made. Pledgor agrees that in the event Administrative Agent shall, during the continuance of an Event of Default, sell the Capital Stock Collateral or any portion thereof at any private sale or sales, Administrative Agent shall have the right Right to rely upon the advice and opinion of appraisers and other Persons, which appraisers and other Persons are acceptable to Administrative Agent, as to the best price reasonably obtainable upon such a private sale thereof. In the absence of fraud, such reliance shall be evidence that Administrative Agent handled such matter in a commercially reasonable manner under applicable lawLaw. (b) If Administrative Agent shall determine to exercise its right Right to sell any or all of the Capital Stock Collateral, and if in the opinion of counsel for Administrative Agent it is necessary, or if in the opinion of Administrative Agent it is advisable, to have the Capital Stock Collateral (or that portion thereof to be sold) , registered under the provisions of the Securities Act, Pledgor will, to the fullest extent it has the capability to do so, cause the Issuer or Issuers issuers of the Capital Stock Collateral contemplated to be sold to execute and deliver, and cause the directors and officers of each thereof to execute and deliver, all at Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, Administrative Agent advisable to register the Capital Stock Collateral (or that portion thereof to be sold) , under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as Administrative Agent may deem appropriate to facilitate the sale or other disposition of such Capital Stock Collateral from the date of the first public offering of the Capital Stock Collateral (or that portion thereof to be sold) , and to make all amendments thereto and/or to the related prospectus which, in the opinion of Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act. Pledgor shall use its best efforts to cause each Issuer to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Agent shall designate and to cause each Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act and applicable "blue sky" laws.the

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended (the "Securities Act"), and other lawsLaws, including, without limitation, state "blue sky" laws, or contractual restrictions or agreements imposed upon certain Persons, there may be legal restrictions or limitations affecting Administrative Agent in any attempts to dispose of the Capital Stock Collateral and the enforcement of its rights Rights hereunder. For these reasons, Administrative Agent is hereby authorized by Pledgor, but not obligated, during the continuance of any Event of Default Default, to sell or otherwise dispose of any of the Capital Stock Collateral at private sale, subject to an investment letter, or in any other manner which will not require the Capital Stock Collateral, or any part thereof, to be registered in accordance with the Securities Act, or the rules and regulations promulgated thereunder, or any other lawLaw. Administrative Agent is also hereby authorized by Pledgor, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as Administrative Agent may deem required or appropriate under the Securities Act or other securities laws Laws or other laws Laws or contractual restrictions or agreements in the event of a sale or disposition of any of the Capital Stock Collateral. Pledgor clearly understands that Administrative Agent may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Capital Stock Collateral than would otherwise be obtainable if the same were registered and sold in the open market. No sale so made in good faith by Administrative Agent shall be deemed to be not "commercially reasonable" because so made. Pledgor agrees that in the event Administrative Agent shall, during the continuance of an Event of Default, sell the Capital Stock Collateral or any portion thereof at any private sale or sales, Administrative Agent shall have the right Right to rely upon the advice and opinion of appraisers and other Persons, which appraisers and other Persons are acceptable to Administrative Agent, as to the best price reasonably obtainable upon such a private sale thereof. In the absence of fraud, such reliance shall be evidence that Administrative Agent handled such matter in a commercially reasonable manner under applicable lawLaw. (b) If Administrative Agent shall determine to exercise its right Right to sell any or all of the Capital Stock Collateral, and if in the opinion of counsel for Administrative Agent it is necessary, or if in the opinion of Administrative Agent it is advisable, to have the Capital Stock Collateral (or that portion thereof to be sold) , registered under the provisions of the Securities Act, Pledgor will, to the fullest extent it has the capability to do so, cause the Issuer or Issuers issuers of the Capital Stock Collateral contemplated to be sold to execute and deliver, and cause the directors and officers of each thereof to execute and deliver, all at Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register the Capital Stock Collateral (or that portion thereof to be sold) under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as Agent may deem appropriate to facilitate the sale or other disposition of such Capital Stock Collateral from the date of the first public offering of the Capital Stock Collateral (or that portion thereof to be sold) and to make all amendments thereto and/or to the related prospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act. Pledgor shall use its best efforts to cause each Issuer to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Agent shall designate and to cause each Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act and applicable "blue sky" laws.'s