Common use of Securities Collateral Clause in Contracts

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered or qualified under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waives, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party Collateral Agent by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waiveshereto, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Interests to be sold hereunder from time to time to furnish to Secured Party Collateral Agent all such information as Secured Party Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on one terms less favorable than that 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 circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waiveshereto, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish flourish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party Collateral Agent by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 9-610(c) of the UCC, which each Grantor hereby waiveswaives to the extent permitted by applicable law, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party Collateral Agent all such information as Secured Party Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effecteffect and to otherwise comply with the Securities Act and such rules and regulations in connection with such sale.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”) and applicable state or foreign securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales 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 and the any registration rights granted to the Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waivesGrantor, each 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 Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If the Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Securities Collateral to be sold hereunder from time to time to furnish to Secured Party all such information as the Secured Party may reasonably request in order to determine the number amount of shares and other instruments included in the Securities Collateral which may be sold by the Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 and the regulations promulgated thereunder (the "SECURITIES ACTSecurities Act") and applicable state or foreign securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to the Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 9-610(c) of the UCC, which each Grantor hereby waives, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If the Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Interests to be sold hereunder from time to time to furnish to the Secured Party all such information as the Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by the Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waiveshereto, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and 26 regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 9-610(b) of the UCC, which each Grantor hereby waives, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each To the extent permitted by applicable law, (i) each Grantor acknowledges that any such private sales 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, (ii) notwithstanding such circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waiveshereto, each 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 Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Securities Collateral to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number amount of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales 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 and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waivescircumstances, each 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 Secured Party Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Securities Collateral to be sold hereunder from time to time to furnish to Secured Party Collateral Agent all such information as Secured Party Collateral Agent may request in order to determine the number amount of shares and other instruments included in the Securities Collateral which may be sold by Secured Party Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party Collateral Agent by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waiveshereto, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Pledge and Security Agreement Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Interests to be sold hereunder from time to time to furnish to Secured Party Collateral Agent all such information as Secured Party Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party Collateral Agent by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 9-610(c) of the UCC, which each Grantor hereby waiveswaives to the extent permitted by applicable law, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party Collateral Agent all such information as Secured Party Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.effect and to otherwise comply with the Securities Act and such rules and regulations in connection with such sale. Security Agreement

Securities Collateral. (i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 and the regulations promulgated thereunder (the "SECURITIES ACT") and applicable state or foreign securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Securities Collateral not registered conducted without prior registration or qualified qualification of such Securities Collateral under the Securities Act and/or such state or foreign securities laws, to limit purchasers to those who will agree, among other things, to acquire such the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private 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 circumstances and the registration rights granted to Secured Party by such Grantor pursuant hereto and notwithstanding the provisions of Section 9610 of the UCC, which each Grantor hereby waiveshereto, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, manner and that Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities 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 Securities Act or under applicable state or foreign securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares Interests to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.