Common use of Pledged Equity Clause in Contracts

Pledged Equity. Each Obligor recognizes that, by reason of certain prohibitions contained in the 1933 Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor Grantor recognizes that, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Collateral conducted without prior registration or qualification of such Pledged Equity Collateral under the 1933 Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor Grantor acknowledges that any such private sale placement may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public an offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇Securities Act) and, notwithstanding such circumstances, each Obligor Grantor agrees that any such private sale placement shall not be deemed deemed, in and of itself, to have been made in a be commercially reasonable manner unreasonable and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent Secured Party determines to exercise its right to sell any or all of the Equity CollateralPledged Equity, upon written request, each Obligor Grantor shall and shall cause each issuer of any Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company hereunder from time to time to furnish to the Collateral Agent Secured Party all such information as the Collateral Agent Secured Party may request in order to determine the number and nature amount of interest, shares or other instruments included in the Pledged Equity Collateral which may be sold by the Collateral Agent Secured Party in exempt transactions under the 1933 Securities Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor recognizes (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given prior written notice to the Pledgor, the Pledgor shall be permitted to receive all cash dividends or distributions paid in respect of the Pledged Equity, to the extent permitted in the Credit Agreement and this Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity. Any sums paid upon or in respect of any Pledged Equity upon the liquidation or dissolution of the Borrower, any non-cash distribution of capital made on or in respect of any Pledged Equity or any property distributed upon or with respect to any Pledged Equity pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent or except as otherwise permitted by the Credit Agreement and this Agreement, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations; provided, however, that, if such sum of money or property so paid or distributed in respect of any Pledged Equity shall be received by reason the Pledgor, the Pledgor shall hold such money or property in trust for the Collateral Agent for the benefit of certain prohibitions contained the Secured Parties, segregated from other funds of the Pledgor, as additional security for the Obligations. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall have given prior written notice to the Pledgor, (i) the Pledgor’s right to receive all cash dividends or distributions paid in respect of the Pledged Equity and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity shall cease while such Event of Default is continuing, (ii) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Equity and make application thereof to the Obligations in accordance with Section 7.05 of the Credit Agreement, and (iii) any or all of the Pledged Equity shall be registered in the 1933 Act name of the Collateral Agent or its nominee, and applicable state securities lawsthe Collateral Agent or its nominee may (but shall not be obligated to) thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity at any meeting of shareholders (or other equivalent body) of the Borrower or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of the Borrower, or upon the exercise by the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Equity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may be compelleddetermine), with respect all without liability except to any sale of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities lawsaccount for property actually received by it, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that but the Collateral Agent shall have no obligation duty to engage the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in public sales and no obligation to delay the sale so doing. If such sum of money or property so paid or distributed in respect of any Pledged Equity Collateral shall be received by the Pledgor, the Pledgor shall hold such money or property in trust for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines for the benefit of the Secured Parties, segregated from other funds of the Pledgor, as additional security for the Obligations. (c) The Pledgor hereby authorizes and instructs the Borrower to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that the Borrower shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity directly to the Collateral Agent. (d) The Pledgor hereby authorizes the Borrower to comply with any request received by it from the Collateral Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise its right to sell or enforce any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish rights granted to the Collateral Agent all such information as pursuant to Section 6.2. The Pledgor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Collateral Agent may Agent’s exercise or enforcement of such rights, and that the Borrower shall not be required to investigate the accuracy of any request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold made by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time pursuant to time in effectthis Section 6.1(d).

Pledged Equity. Each Obligor recognizes that(a) Except as otherwise set forth in Section 7.02(b) or 7.02(c): (i) Holdings shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Equity or any part thereof and Holdings agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement and the other Transaction Documents. (ii) Holdings shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the Pledged Equity (without any obligation to contribute such amounts to the Collection Account), to the extent and only to the extent that such dividends and other distributions are not prohibited by reason the terms and conditions of certain prohibitions contained this Agreement and Applicable Law; provided that any noncash dividends or other distributions that would constitute Pledged Equity, shall be and become part of the Pledged Equity, and, if received by Holdings, shall not be commingled by Holdings with any of its other property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and Holdings shall promptly take all steps reasonably necessary to ensure the validity, perfection and priority (subject to Permitted Liens), including promptly delivering the same to the Administrative Agent in the 1933 Act same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long as no Event of Default has occurred and applicable state securities lawsis continuing, the Collateral Administrative Agent may be compelled, shall cooperate with Holdings with respect to making exchanges of Pledged Equity in connection with any sale exchange or redemption of such Pledged Equity not prohibited by this Agreement, which such cooperation shall include delivery of any such Pledged Equity in exchange for replacement Pledged Equity. For the avoidance of doubt, the Borrower agrees to reimburse the Administrative Agent for any costs or expenses incurred due to the provisions of this Section 7.02(a)(ii). (b) Upon the occurrence and during the continuance of an Event of Default (and after the delivery of notice to Holdings) or upon the occurrence of any event described in Section 7.01(d) (without notice), all rights of Holdings to dividends or any part other distributions that Holdings is authorized to receive pursuant to Section 7.02(a)(ii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. All dividends or other distributions received by Holdings contrary to the provisions of this Section 7.02(b) shall be held in trust for the benefit of the Equity Collateral conducted without prior registration Administrative Agent, shall be segregated from other property or qualification funds of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment Holdings and not with a view shall be promptly delivered to the distribution Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). Any and all money and other property paid over to or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made received by the Administrative Agent pursuant to a registration statement under the ▇▇▇▇ ▇▇▇provisions of this Section 7.02(b) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to retained by the Administrative Agent in the Collection Account and shall be applied in accordance with the terms of this Agreement. After all Events of Default have been made in a commercially reasonable manner waived or are no longer continuing, the Administrative Agent shall promptly repay to Holdings (without interest) all dividends or other distributions that Holdings would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii) of this Section and that remain in such account. (c) Upon the Collateral occurrence and during the continuance of an Event of Default (and after the delivery of notice to Holdings) or upon the occurrence of any event described in Section 7.01(d) (without notice), then (i) all rights of Holdings to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 7.02(a)(i) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Majority Lenders, the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time following and during the continuance of an Event of Default to furnish permit Holdings to the Collateral Agent all exercise such information as the Collateral Agent may request rights, and (ii) in order to determine permit the number Administrative Agent to exercise the voting and nature of interestother consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, shares Holdings shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are Administrative Agent may from time to time reasonably request. After all Events of Default have been waived, Holdings shall have the exclusive right to exercise the voting and/or consensual rights and powers that Holdings would otherwise be entitled to exercise pursuant to the terms of Section 7.02(a)(i). (d) Any notice given by the Administrative Agent to the Borrower under this Section 7.02 shall be given in effectwriting.

Pledged Equity. (a) If the Administrative Agent shall determine to exercise the right to sell any or all of the Pledged Equity pursuant to this Section 6.4, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Equity, or that portion thereof to be sold or registered under the provisions of the Securities Act of 1933 (the “Securities Act”), as amended, the relevant Debtor will cause the issuer thereof to (i) execute and deliver, and use commercially reasonable efforts to cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Equity, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the applicable registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Equity, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Obligor Debtor agrees to use commercially reasonable efforts to cause such issuer to comply with the provisions of the securities or “Blue Sky” Laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. (b) Each Debtor recognizes thatthat the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the 1933 Securities Act and applicable federal, state or provincial securities lawsLaws or otherwise, the Collateral Agent and may be compelled, with respect compelled to any sale resort to one or more private sales thereof to a restricted group of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, purchasers which will be obliged to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral such securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Obligor Debtor acknowledges and agrees that any such private sale may be at result in prices and on other terms less favorable than those obtainable through if such sale were a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral manner. The Administrative Agent shall have no obligation to engage in public sales and be under no obligation to delay the a sale of any of the Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it such securities for a form of public sale requiring registration under the 1933 Act Securities Act, or under applicable federal, state or provincial securities lawsLaws, even if such issuer would, or should, would agree to so register it. If the Collateral Agent determines do so. (c) Each Debtor agrees to exercise use its right best efforts to sell do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any or all portion of the Pledged Equity Collateral, upon written request, each Obligor shall pursuant to this Section 6.4 valid and shall cause each issuer binding and in compliance with any and all other applicable Laws. Each Debtor further agrees that a breach of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish of the covenants contained in this Section 6.4 will cause irreparable injury to the Collateral Administrative Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations holders of the SEC thereunderSecured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at Law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.4 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is continuing or payment in full of the same are from time to time Obligations in effectrespect of the Credit Agreement (other than unasserted contingent indemnification obligations for which no claim has been made or the cash collateralization of L/C Obligations).

Pledged Equity. Each Obligor recognizes that(a) Except as otherwise set forth in Section 6.02(b) or 6.02(c): (i) Holdings shall be entitled to exercise any and all voting or other consensual rights and powers inuring to an owner of Pledged Equity or any part thereof and Holdings agrees that it shall exercise such rights for purposes not in contravention of the terms of this Agreement and the other Transaction Documents. (ii) Holdings shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the Pledged Equity (without any obligation to contribute such amounts to the Collection Accounts), to the extent and only to the extent that such dividends and other distributions are not prohibited by reason the terms and conditions of certain prohibitions contained this Agreement and Applicable Law; provided that any noncash dividends or other distributions that would constitute Pledged Equity, shall be and become part of the Pledged Equity, and, if received by Holdings, shall not be commingled by Holdings with any of its other property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and Holdings shall promptly take all steps reasonably necessary to ensure the validity, perfection and priority (subject to Permitted Liens), including promptly delivering the same to the Administrative Agent in the 1933 Act same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long as no Event of Default has occurred and applicable state securities lawsis continuing, the Collateral Administrative Agent may be compelled, shall cooperate with Holdings with respect to making exchanges of Pledged Equity in connection with any sale exchange or redemption of such Pledged Equity not prohibited by this Agreement, which such cooperation shall include delivery of any such Pledged Equity in exchange for replacement Pledged Equity. For the avoidance of doubt, the Borrower agrees to reimburse the Administrative Agent for any costs or expenses incurred due to the provisions of this Section 6.02(a)(ii). (b) Upon the occurrence and during the continuance of an Event of Default (and after the delivery of written notice to Holdings) or upon the occurrence of any event described in Section 6.01(d) (without notice), all rights of Holdings to dividends or any part other distributions that Holdings is authorized to receive pursuant to Section 6.02(a)(ii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. All dividends or other distributions received by Holdings contrary to the provisions of this Section 6.02(b) shall be held in trust for the benefit of the Equity Collateral conducted without prior registration Administrative Agent, shall be segregated from other property or qualification funds of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment Holdings and not with a view shall be promptly delivered to the distribution Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). Any and all money and other property paid over to or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made received by the Administrative Agent pursuant to a registration statement under the ▇▇▇▇ ▇▇▇provisions of this Section 6.02(b) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to retained by the Administrative Agent in the Collection Accounts and shall be applied in accordance with the terms of this Agreement. After all Events of Default have been made in a commercially reasonable manner waived or are no longer continuing, the Administrative Agent, upon direction from the Majority Lenders, shall promptly repay to Holdings (without interest) all dividends or other distributions that Holdings would otherwise be permitted to retain pursuant to the terms of Section 6.02(a)(ii) and that remain in such account. (c) Upon the Collateral occurrence and during the continuance of an Event of Default (and after the delivery of written notice to Holdings) or upon the occurrence of any event described in Section 6.01(d) (without notice), then (i) all rights of Holdings to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 6.02(a)(i) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers acting at the direction of the Majority Lenders; provided, that, unless otherwise directed by the Majority Lenders, the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time following and during the continuance of an Event of Default to furnish permit Holdings to the Collateral Agent all exercise such information as the Collateral Agent may request rights and (ii) in order to determine permit the number Administrative Agent to exercise the voting and nature of interestother consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, shares Holdings shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments included in as the Equity Collateral which may be sold by Administrative Agent (acting at the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations direction of the SEC thereunder, as the same are Majority Lenders) may from time to time reasonably request. After all Events of Default have been waived or are no longer continuing, Holdings shall have the exclusive right to exercise the voting or consensual rights and powers that Holdings would otherwise be entitled to exercise pursuant to the terms of Section 6.02(a)(i). (d) Any notice given by the Administrative Agent to the Borrower under this Section 6.02 shall be given in effectwriting.

Pledged Equity. Each Obligor recognizes that(a) Except as otherwise set forth in Section 6.02(b) or 6.02(c): (i) Holdings shall be entitled to exercise any and all voting or other consensual rights and powers inuring to an owner of Pledged Equity or any part thereof and Holdings agrees that it shall exercise such rights for purposes not in contravention of the terms of this Agreement and the other Transaction Documents. (ii) Holdings shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the Pledged Equity (without any obligation to contribute such amounts to the Collection Account), to the extent and only to the extent that such dividends and other distributions are not prohibited by reason the terms and conditions of certain prohibitions contained this Agreement; provided that any noncash dividends or other distributions that would constitute Pledged Equity, shall be and become part of the Pledged Equity, and, if received by Holdings, shall not be commingled by Holdings with any of its other property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and Holdings shall promptly take all steps reasonably necessary to ensure the validity, perfection and priority (subject to Permitted Liens), including promptly delivering the same to the Administrative Agent in the 1933 Act same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long as no Event of Default has occurred and applicable state securities lawsis continuing, the Collateral Administrative Agent may be compelled, shall cooperate with Holdings with respect to making exchanges of Pledged Equity in connection with any sale exchange or redemption of such Pledged Equity not prohibited by this Agreement, which such cooperation shall include delivery of any such Pledged Equity in exchange for replacement Pledged Equity. For the avoidance of doubt, the Borrower agrees to reimburse the Administrative Agent for any costs or expenses incurred due to the provisions of this Section 6.02(a)(ii). (b) Upon the occurrence and during the continuance of an Event of Default (and after the delivery of notice to Holdings) or upon the occurrence of any event described in Section 6.01(d) (without notice), all rights of Holdings to dividends or any part other distributions that Holdings is authorized to receive pursuant to Section 6.02(a)(ii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions during the continuance of an Event of Default. All dividends or other distributions received by Holdings contrary to the provisions of this Section 6.02(b) shall be held in trust for the benefit of the Equity Collateral conducted without prior registration Administrative Agent, shall be segregated from other property or qualification funds of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment Holdings and not with a view shall be promptly delivered to the distribution Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). Any and all money and other property paid over to or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made received by the Administrative Agent pursuant to a registration statement under the ▇▇▇▇ ▇▇▇provisions of this Section 6.02(b) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to retained by the Administrative Agent in the Collection Account and shall be applied in accordance with the terms of this Agreement. After all Events of Default have been made in a commercially reasonable manner waived or are no longer continuing, the Administrative Agent, upon written direction from the Majority Lenders, shall promptly repay to Holdings (without interest) all dividends or other distributions that Holdings would otherwise be permitted to retain pursuant to the terms of Section 6.02(a)(ii) and that remain in such account. (c) Upon the Collateral occurrence and during the continuance of an Event of Default (and after the delivery of notice to Holdings) or upon the occurrence of any event described in Section 6.01(d) (without notice), then (i) all rights of Holdings to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 6.02(a)(i) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers acting at the direction of the Majority Lenders; provided that, unless otherwise directed by the Majority Lenders, the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time following and during the continuance of an Event of Default to furnish permit Holdings to the Collateral Agent all exercise such information as the Collateral Agent may request rights and (ii) in order to determine permit the number Administrative Agent to exercise the voting and nature of interestother consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, shares Holdings shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are Administrative Agent may from time to time reasonably request. After all Events of Default have been waived or are no longer continuing, Holdings shall have the exclusive right to exercise the voting or consensual rights and powers that Holdings would otherwise be entitled to exercise pursuant to the terms of Section 6.02(a)(i). (d) Any notice given by the Administrative Agent to the Borrower under this Section 6.02 shall be given in effectwriting.

Pledged Equity. (a) Each Obligor Debtor recognizes thatthat the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the 1933 Securities Act of 1933, as amended, and applicable state securities lawslaws or otherwise, the Collateral Agent and may be compelled, with respect compelled to any sale resort to one or more private sales thereof to a restricted group of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, purchasers which will be obliged to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral such securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Obligor Debtor acknowledges and agrees that any such private sale may be at result in prices and on other terms less favorable than those obtainable through if such sale were a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral manner. The Administrative Agent shall have no obligation to engage in public sales and be under no obligation to delay the a sale of any of the Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it such securities for a form of public sale requiring registration under the 1933 Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would, or should, would agree to so register it. If the Collateral Agent determines do so. (b) Each Debtor agrees to exercise use its right commercially reasonable efforts to sell do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any or all portion of the Pledged Equity Collateralpursuant to this ‎Section 6.04 valid and binding and in compliance with any and all other applicable Laws; provided that, upon written requestnotwithstanding the foregoing, each Obligor shall Debtor agrees to use its best efforts to obtain all Affiliate consents and shall approvals and cause each issuer to be done all such other acts by any Affiliate as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this ‎Section 6.04 valid and binding and in compliance with any and all other applicable Laws. Each Debtor further agrees that a breach of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish of the covenants contained in this ‎Section 6.04 will cause irreparable injury to the Collateral Administrative Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations holders of the SEC thereunderSecured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at law in respect of such breach and, as the same are from time a consequence, that each and every covenant contained in this ‎Section 6.04 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to time in effectassert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

Pledged Equity. (a) Each Obligor Loan Party recognizes thatthat Lender may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities lawslaws or otherwise, the Collateral Agent and may be compelled, with respect compelled to any sale resort to one or more private sales thereof to a restricted group of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, purchasers which will be obliged to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral such securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Obligor Loan Party acknowledges and agrees that any such private sale may be at result in prices and on other terms less favorable than those obtainable through if such sale were a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent manner. Lender shall have no obligation to engage in public sales and be under no obligation to delay the a sale of any of the Pledged Equity Collateral for the period of time necessary to permit the issuer Issuer thereof to register it such securities or other interests for a form of public sale requiring registration under the 1933 Act Securities Act, or under applicable state securities laws, even if such issuer would, or should, Issuer would agree to so register it. If the Collateral Agent determines do so. (b) Each Loan Party agrees to exercise use its right best efforts to sell do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any or all portion of the Pledged Equity Collateral, upon written request, each Obligor shall pursuant to this Section 7.8 valid and shall cause each issuer binding and in compliance with applicable law. Each Loan Party further agrees that a breach of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereundercovenants contained in this Section 7.8 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as the same are from time a consequence, that each and every covenant contained in this Section 7.8 shall be specifically enforceable against such Loan Party, and such Loan Party hereby waives and agrees not to time in effectassert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under this Agreement.

Pledged Equity. (a) Each Obligor Debtor recognizes thatthat the Collateral Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the 1933 Securities Act of 1933, as amended, and applicable state securities lawslaws or otherwise, the Collateral Agent and may be compelled, with respect compelled to any sale resort to one or more private sales thereof to a restricted group of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, purchasers which will be obliged to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral such securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Obligor Debtor acknowledges and agrees that any such private sale may be at result in prices and on other terms less favorable than those obtainable through if such sale were a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the manner. The Collateral Agent shall have no obligation to engage in public sales and be under no obligation to delay the a sale of any of the Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it such securities for a form of public sale requiring registration under the 1933 Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would, or should, would agree to so register it. If the Collateral Agent determines do so. (b) Each Debtor agrees to exercise use its right commercially reasonable efforts to sell do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any or all portion of the Pledged Equity Collateralpursuant to this Section 6.03 valid and binding and in compliance with any and all other applicable Laws; provided that, upon written requestnotwithstanding the foregoing, each Obligor shall Debtor agrees to use its best efforts to obtain all Affiliate consents and shall approvals and cause each issuer to be done all such other acts by any Affiliate as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 6.03 valid and binding and in compliance with any and all other applicable Laws. Each Debtor further agrees that a breach of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish of the covenants contained in this Section 6.03 will cause irreparable injury to the Collateral Agent all such information as and the holders of the Secured Obligations, that the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations holders of the SEC thereunderSecured Obligations have no adequate remedy at law in respect of such breach and, as the same are from time a consequence, that each and every covenant contained in this Section 6.03 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to time in effectassert any defenses against an action for specific performance of such covenants except for a defense that no Priority Lien Debt Default has occurred.

Pledged Equity. Each Obligor Grantor recognizes that, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Collateral conducted without prior registration or qualification of such Pledged Equity Collateral under the 1933 Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor Grantor acknowledges that any such private sale sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇Securities Act) and, notwithstanding such circumstancescircumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9-610(c) of the UCC, which each Grantor hereby waives, each Obligor Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent Secured Party determines to exercise its right to sell any or all of the Equity CollateralPledged Equity, upon written request, each Obligor Grantor shall and shall cause each issuer of any Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company hereunder from time to time to furnish to the Collateral Agent Secured Party all such information as the Collateral Agent Secured Party may request in order to determine the number of shares and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent Secured Party in exempt transactions under the 1933 Securities Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Pledged Equity. (a) Each Obligor Debtor recognizes thatthat the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities lawslaws or otherwise, the Collateral Agent and may be compelled, with respect compelled to any sale resort to one or more private sales thereof to a restricted group of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, purchasers which will be obliged to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral such securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Obligor Debtor acknowledges and agrees that any such private sale may be at result in prices and on other terms less favorable than those obtainable through if such sale were a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral manner. The Administrative Agent shall have no obligation to engage in public sales and be under no obligation to delay the a sale of any of the Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it such securities for a form of public sale requiring registration under the 1933 Act Securities Act, or under applicable state securities laws, even if such issuer would, or should, would agree to so register it. If the Collateral Agent determines do so. (b) Each Debtor agrees to exercise use its right commercially reasonable efforts to sell do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any or all portion of the Pledged Equity Collateralpursuant to this Section 6.4 valid and binding and in compliance with any and all other applicable Laws; provided that, upon written requestnotwithstanding the foregoing, each Obligor shall Debtor agrees to use its best efforts to obtain all Affiliate consents and shall approvals and cause each issuer to be done all such other acts by any Affiliate as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 6.4 valid and binding and in compliance with any and all other applicable Laws. Each Debtor further agrees that a breach of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish of the covenants contained in this Section 6.4 will cause irreparable injury to the Collateral Administrative Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations holders of the SEC thereunderSecured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at law in respect of such breach and, as the same are from time a consequence, that each and every covenant contained in this Section 6.4 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to time in effectassert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

Pledged Equity. Each Obligor recognizes that(a) Without limiting any other rights or remedies available to the Administrative Agent under Section 7.2.1, by reason at any time after an Event of certain prohibitions contained in the 1933 Act Default occurs and is continuing (including after any applicable state securities lawsrequirement for notice and an opportunity to cure), the Collateral Agent may be compelledAdministrative Agent, with respect at its option and without any obligation to do so, may, at any sale time, transfer to or register in its name, or the name of any nominee(s), all or any part of the Equity Collateral conducted without prior registration Pledged Equity, and the Administrative Agent may exercise in respect of the Pledged Equity, in addition to other rights and remedies provided for herein or qualification otherwise available to it, all the rights and remedies under applicable law and of such Equity Collateral a the Administrative Agent on default under the 1933 Act and/or Uniform Commercial Code; and Secured Parties may also, with fifteen (15) days prior written notice to Debtor, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such state securities laws, other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent shall be authorized at any such sale (if it deems it necessary to limit do so) to restrict the prospective bidders or purchasers to those Persons who will agree, among other things, to acquire represent and agree that they are purchasing the Equity Pledged Collateral for their own accountaccount in compliance with (i) Regulation D of the Securities Act of 1933, for investment as amended, and not with a view applicable state securities laws or (ii) any other applicable exemption available under such laws. (b) Debtor agrees that at least fifteen (15) days written notice to Debtor of the distribution time and place of any public sale or resale thereof. Each Obligor acknowledges that the time after which any such private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, upon fifteen (15) days prior written notice to Debtor, be made at the time and place it was so adjourned. Any cash held by the Administrative Agent as Pledged Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the reasonable discretion of the Administrative Agent, be held by the Administrative Agent as Pledged Collateral for, and/or then or at any time thereafter in whole or in part may be at prices applied by the Administrative Agent against, all or any parts of the Secured Obligations in accordance with Section 2.18 of the Credit Agreement. Any surplus of such cash or cash proceeds held by the Administrative Agent and on terms less favorable remaining after payment in full of all of the Secured Obligations (other than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under contingent indemnification obligations which survive termination of the ▇▇▇▇ ▇▇▇Credit Agreement) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed paid over to Debtor or to whomsoever may be lawfully entitled to receive such surplus. Without precluding any other methods of sale, the sale of the Pledged Collateral, or any part thereof, shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks or finance companies disposing of similar property. (c) Debtor recognizes that federal, state and/or foreign securities and other laws may limit the flexibility desired to achieve an otherwise commercially reasonable disposition of the Pledged Equity, and in the event of potential conflict between such laws or regulations and what in other circumstances might constitute commercial reasonableness, it is intended that consideration for such laws and regulations will prevail over attempts to achieve such commercial reasonableness. In connection with any sale or other disposition of the Pledged Equity, compliance by the Administrative Agent with the written advice of its counsel concerning the potential effect of any such law or regulation shall not be cause for Debtor, or any other Person, to claim that such sale or other disposition was not commercially reasonable, it being the intent of Debtor that the Collateral Administrative Agent shall have no obligation not be obligated to engage in public sales and no obligation to delay the sale of risk contravening any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act such law or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request regulation in order to determine effect what, but for such law or regulation, would be a commercially reasonable disposition. (d) The Administrative Agent shall be under no duty to sell or otherwise realize upon the number and nature of interestPledged Collateral. At any time, shares or other instruments included in the Equity Collateral which may be sold by Administrative Agent (at the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations direction of the SEC thereunder, as Required Lenders) may release or surrender all or any part of the same are from time Pledged Collateral to time in effectDebtor.

Pledged Equity. Each Obligor recognizes that, by reason of certain prohibitions contained in the 1933 Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

Pledged Equity. Each Obligor recognizes that, by reason of certain prohibitions contained So long as no Actionable Default shall have occurred and be continuing and except as otherwise provided in the 1933 Act and applicable state securities lawsCollateral Trust Agreement, the Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Equity for all purposes not inconsistent with the terms of this Agreement, the Indenture and the Collateral Agent may be compelled, with respect to any sale of all Trust Agreement or any part other instrument or agreement referred to herein or therein, provided that the Grantors agree that they will not vote the Pledged Equity in any manner that is inconsistent with the terms of this Agreement, any Secured Debt Document or the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment Trust Agreement; and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation execute and deliver to engage in public sales the Grantor or cause to be executed and no obligation delivered to delay the sale Grantors all such proxies, powers of any Equity Collateral attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the period purpose of time necessary enabling the Grantor to permit exercise the issuer thereof rights and powers which its is entitled to register it for a form of public sale requiring registration under the 1933 Act exercise pursuant to this Section 4.7. Except as otherwise provided in this Agreement or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines Trust Agreement, the Grantors shall be entitled to exercise its right to sell receive and retain any non-liquidating dividends, distributions or all of proceeds on the Pledged Equity Collateralpaid in cash, upon written request, each Obligor shall and shall cause each issuer of be entitled to receive any liquidating distributions, dividends and proceeds on the Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish paid in cash to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold extent permitted by the Collateral Agent in exempt transactions under the 1933 Act Trust Agreement and the rules and regulations of the SEC thereunder, as the same are from time to time in effectall applicable Secured Debt Documents.

Pledged Equity. Each Obligor Grantor recognizes that, by reason of certain prohibitions contained in the 1933 Securities Act and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Collateral conducted without prior registration or qualification of such Pledged Equity Collateral under the 1933 Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor Grantor acknowledges that any such private sale placement may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public an offering made pursuant to a registration statement under the ▇▇▇▇ ▇▇▇Securities Act) and, notwithstanding such circumstances, each Obligor Grantor agrees that any such private sale placement shall not be deemed deemed, in and of itself, to have been made in a be commercially reasonable manner unreasonable and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent Secured Party determines to exercise its right to sell any or all of the Equity CollateralPledged Equity, upon written request, each Obligor Grantor shall and shall cause each issuer of any Pledged Equity Collateral to be sold hereunder, each partnership and each limited liability company hereunder from time to time to furnish to the Collateral Agent Secured Party all such information as the Collateral Agent Secured Party may request in order to determine the number and nature amount of interest, shares or other instruments included in the Pledged Equity Collateral SF1:728435 12 which may be sold by the Collateral Agent Secured Party in exempt transactions under the 1933 Securities Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder, as the same are from time to time in effect.