Common use of Private Sales Clause in Contracts

Private Sales. Each Grantor recognizes that the Security Trustee may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit Agreement.

Private Sales. Each Grantor (a) Pledgor recognizes that the Security Trustee Vicis may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially reasonable mannerunreasonable manner solely by virtue of such private sale. The Security Trustee Vicis shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor . (b) Pledgor further agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Each Grantor Pledgor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the LendersVicis, that Administrative Agent and the Lenders have Vicis has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 9 shall be specifically enforceable against such GrantorPledgor, and such Grantor Pledgor 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 under the Credit Agreementoccurred.

Private Sales. Each Grantor (a) The Borrower recognizes that the Security Trustee Agent may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor The Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Security Trustee Agent shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer thereof Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer the Borrower would agree to do so. Each Grantor . (b) The Borrower further agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that the Borrower shall be under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. Each Grantor The Borrower further agrees that a breach of any of the covenants contained in this Section 6.7 paragraph 11 will cause irreparable injury to the Administrative Agent and the LendersAgent, that Administrative Agent and the Lenders have has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 paragraph 11 shall be specifically enforceable against such Grantorthe Borrower, and such Grantor the Borrower 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 default has occurred under with respect to the Credit AgreementObligations.

Private Sales. Each Grantor (a) Pledgor recognizes that the Security Trustee Seatac may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially reasonable mannerunreasonable manner solely by virtue of such private sale. The Security Trustee Seatac shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor . (b) Pledgor further agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Each Grantor Pledgor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the LendersSeatac, that Administrative Agent and the Lenders have Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 9 shall be specifically enforceable against such GrantorPledgor, and such Grantor Pledgor 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 under the Credit Agreementoccurred.

Private Sales. Each Grantor (1) NMLP recognizes that the Security Trustee Agent may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor NMLP acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Security Trustee Agent shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer thereof NMLP to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer NMLP would agree to do so. Each Grantor . (2) NMLP further agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that NMLP shall be under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. Each Grantor NMLP further agrees that a breach of any of the covenants contained in this Section 6.7 paragraph 11 will cause irreparable injury to the Administrative Agent and the LendersAgent, that Administrative Agent and the Lenders have has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 paragraph 11 shall be specifically enforceable against such GrantorNMLP, and such Grantor NMLP 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 default has occurred under with respect to the Credit AgreementNMLP Obligations.

Private Sales. Each Grantor (a) NMLP recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor NMLP acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer thereof NMLP to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer NMLP would agree to do so. Each Grantor . (b) NMLP further agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that NMLP shall be under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. Each Grantor NMLP further agrees that a breach of any of the covenants contained in this Section 6.7 11 will cause irreparable injury to the Administrative Agent and the LendersAgent, that the Administrative Agent and the Lenders have has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 11 shall be specifically enforceable against such GrantorNMLP, and such Grantor NMLP 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 default has occurred under with respect to the Credit AgreementNMLP Obligations.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Collateral Agent and the LendersSecured Parties, that Administrative the Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit AgreementIndenture.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable favourable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent Agent, the Lenders and each of the Lendersother Secured Parties, that the Administrative Agent and Agent, the Lenders and each of the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 under the Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Collateral Agent and the LendersSecured Parties, that Administrative the Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Senior Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, Laws even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit Agreement.

Private Sales. Each Grantor (a) The Employee recognizes that that, in the Security Trustee absence of registration under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, the Company may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, otherwise and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor The Employee acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Company shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor . (b) The Employee further agrees to use commercially reasonable his best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 paragraph 9 valid and binding and in compliance with any and all other applicable requirements of law. Each Grantor The Employee further agrees that a breach of any of the covenants contained in this Section 6.7 paragraph 9 will cause irreparable injury to the Administrative Agent and the LendersCompany, that Administrative Agent and the Lenders have Company has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 paragraph 9 shall be specifically enforceable against such Grantorthe Employee, and such Grantor the Employee 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 under the Credit Agreementcovenants.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lendersother Secured Parties, that the Administrative Agent and the Lenders other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 and is continuing under the Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the LendersSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially reasonable mannermanner solely because such sale was a private sale. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock permitted hereunder for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the LendersSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Lender may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Subject to its compliance with state securities laws applicable to private sales, Lender shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirement of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the LendersLender, that Administrative Agent and the Lenders have Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially reasonable mannermanner solely because such sale was a private sale. The Security Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock permitted hereunder for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Collateral Agent and the LendersNotes Secured Parties, that Administrative the Collateral Agent and the Lenders Notes Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit AgreementIndenture.

Private Sales. Each Grantor (a) Pledgor recognizes that the Security Trustee Agent may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Security Trustee Agent shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer thereof Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledgor would agree to do so. Each Grantor . (b) Pledgor further agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 10 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that Pledgor shall not be under any obligation to register Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. Each Grantor Pledgor further agrees that a breach of any of the covenants contained in this Section 6.7 10 will cause irreparable injury to the Administrative Agent and the LendersAgent, that Administrative the Agent and the Lenders have has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 10 shall be specifically enforceable against such GrantorPledgor, and such Grantor Pledgor 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 default has occurred under with respect to the Credit AgreementObligations.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable favourable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent Collateral Agent, the Holders and each of the Lendersother Secured Parties, that Administrative Agent the Collateral Agent, the Holders and each of the Lenders other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 under the Credit AgreementIndenture.

Private Sales. Each Grantor a. Borrower recognizes that the Security Trustee Agent may be unable to effect a public sale of any or all the Pledged StockInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Security Trustee Agent shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer thereof Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Borrower would agree to do so. Each Grantor . b. Borrower further agrees to use commercially its reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Stock Interests pursuant to this Section 6.7 paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that Borrower shall be under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. Each Grantor Borrower further agrees that a breach of any of the covenants contained in this Section 6.7 paragraph 11 will cause irreparable injury to the Administrative Agent and the LendersAgent, that Administrative Agent and the Lenders have has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 paragraph 11 shall be specifically enforceable against such GrantorBorrower, and such Grantor Borrower 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 default has occurred under with respect to the Credit AgreementObligations.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Senior Credit Agreement.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Collateral Agent and the LendersSecured Parties, that Administrative the Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 under the Credit AgreementIndenture.

Private Sales. (a) Each Grantor recognizes that the Security Trustee Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Security Trustee Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. . (b) Each Grantor agrees to use commercially reasonable its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable lawRequirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lendersother Secured Parties, that the Administrative Agent and the Lenders other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor 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 and is continuing under the Credit AgreementAgreement or a defense of payment in full.