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 ("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 Administrative Agent in any attempts to dispose of the Collateral and the enforcement of its Rights hereunder. For these reasons, Administrative 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 Collateral at private sale, subject to an investment letter, or in any other manner which will not require the 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. 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 or other Laws or contractual restrictions or agreements in the event of a sale or disposition of any 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 Collateral than would otherwise be obtainable if 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 Collateral or any portion thereof at any private sale or sales, Administrative 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 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.

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended ("Securities Act"), and other Laws, 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 Collateral and the enforcement of its Rights hereunder. For these reasons, Administrative 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 Collateral at private sale, subject to an investment letter, or in any other manner which will not require the 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. 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 or other Laws or contractual restrictions or agreements in the event of a sale or disposition of any 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 Collateral than would otherwise be obtainable if 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 Collateral or any portion thereof at any private sale or sales, Administrative 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 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.. 150

Securities and Other Laws; Contractual Restrictions; Registration. (a) Because of the Securities Act of 1933, as amended ("Securities Act"), and other Laws, 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 Lender in any attempts to dispose of the Collateral and the enforcement of its Rights hereunder. For these reasons, Administrative Agent Lender 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 Collateral at private sale, subject to an investment letter, or in any other manner which will not require the 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. Administrative Agent 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 Administrative Agent Lender 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 Collateral. Pledgor clearly understands that Administrative Agent 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 Collateral than would otherwise be obtainable if same were registered and sold in the open market. No sale so made in good faith by Administrative Agent Lender shall be deemed to be not "commercially reasonable" because so made. Pledgor agrees that in the event Administrative Agent Lender shall, during the continuance of an Event of Default, sell the Collateral or any portion thereof at any private sale or sales, Administrative Agent Lender shall have the Right to rely upon the advice and opinion of appraisers and other Persons, which appraisers and other Persons are acceptable to Administrative AgentLender, 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 Lender handled such matter in a commercially reasonable manner under applicable Law.

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.