Common use of Private Sales Clause in Contracts

Private Sales. The Company recognizes that the Secured Party may be unable to effect a public sale or other disposition of the Equity Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Equity Interests for the period of time necessary to permit the issuer of such Equity Interests to register such Equity Interests for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Equity Interests from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Each Company recognizes that the Secured Party Collateral Agent may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Each Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Collateral Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the each Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the such Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyCollateral Agent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyCollateral 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. The Each Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Collateral Agent shall designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Company Pledgor recognizes that the Secured Party Pledgee may be unable to effect a public sale or other disposition of the Equity Interests Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "“Securities Act"”), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Pledgee shall be under no obligation to delay a sale of any of the Equity Interests Pledged Shares for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Pledgee agrees that any sale of the Equity Interests Pledged Shares shall be made in a commercially reasonable manner, and the Company Pledgor agrees to use its best commercially reasonable efforts to cause the issuer or issuers of the Equity Interests Pledged Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyPledgee, advisable to exempt such Equity Interests Pledged Shares from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyPledgee, 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. The Company Pledgor further agrees to use its best commercially reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any jurisdiction which the Secured Party Pledgee shall designate and, if required, to cause such issuer or issuers 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...

Private Sales. The Company Each Pledgor recognizes that the Secured Party may be unable to effect a public sale or other disposition of the Equity Interests Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "“Securities Act"”), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company Each Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Equity Interests Securities for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests Securities shall be made in a commercially reasonable manner, and the Company each Pledgor agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's such Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Equity Interests Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, 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. The Company Each Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Company (a) Each Grantor recognizes that the Secured Party Collateral Agent may be unable to effect a public sale of any or other disposition of all the Equity Interests Pledged Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking lawsand applicable state securities laws or otherwise, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchaserspurchasers 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. The Company Each Grantor acknowledges and agrees that any such private sales sale may be at result in prices and other terms less favorable to the seller than if sold at such sale were a public sales and sale and, notwithstanding such circumstances, agrees that any such private sales sale shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Subject to its compliance with state securities laws applicable to private sales, the Collateral Agent shall be under no obligation to delay a sale of any of the Equity Interests Pledged Stock for the period of time necessary to permit the issuer of such Equity Interests Issuer thereof to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other under applicable state securities laws, even if the issuer such Issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company . (b) Each Grantor agrees to use its best commercially reasonable efforts to cause the issuer or issuers of the Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion 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 applicable Requirement 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 Collateral Agent and the other Secured PartyParties, advisable that the Collateral Agent and 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 and agrees not to exempt assert any defenses against an action for specific performance of such Equity Interests from registration covenants except for a defense that no Event of Default has occurred under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers 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 ActCredit Agreement.

Private Sales. The Company Each Pledgor recognizes that the Secured Party Agent may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company Each Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company each Pledgor agrees to use its best efforts to cause the issuer or issuers of the Equity Interests its respective Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Companysuch Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyAgent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyAgent, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Company recognizes that the Secured Party Collateral Agent may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Collateral Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyCollateral Agent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyCollateral 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Collateral Agent shall designate and, if required, to cause such issuer or issuers 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(S)11(a) of the Securities Act.

Private Sales. The Company recognizes that the Secured Party Collateral Agent ------------- may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Collateral Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyCollateral Agent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyCollateral Agent, are necessary or advisable, all an in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Collateral Agent shall designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Company recognizes that the Secured Party may be unable (a) If WorldCom shall determine to effect a public sale exercise its right to sell any or other disposition all of the Equity Interests by reason of certain prohibitions contained Pledged Stock pursuant to Section 8 hereof, and if in the Securities Act opinion of 1933WorldCom it is necessary or advisable to have the Pledged Stock, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales that portion thereof to a restricted group be sold, registered under the provisions of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Equity Interests for the period of time necessary to permit the issuer of such Equity Interests to register such Equity Interests for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to Pledgor will cause the issuer or issuers of the Equity Interests contemplated Issuer thereof to be sold, to (1) execute and deliver, and cause the directors and officers of such issuer Issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done cone all such other acts and things as may be necessary orbe, in the reasonable opinion of the Secured PartyWorldCom, necessary or advisable to exempt such Equity Interests from registration register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (2) to use its best efforts to cause the 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 Stock, or that portion thereof to be sold, and (3) to make all amendments thereto and/or to such instruments and documents the related prospectus which, in the opinion of the Secured PartyWorldCom, 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. The Company further Pledgor agrees to use its best efforts to cause the such issuer or issuers Issuer to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction and all jurisdictions which the Secured Party WorldCom shall designate and, if required, to cause such issuer or issuers 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) Pledgor recognizes that WorldCom 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 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. Pledgor acknowledges and agrees that any such private sale may result in process 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. WorldCom 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. (c) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section valid and binding and in compliance with any and all other applicable requirements of law. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to WorldCom and Subsidiaries, that WorldCom and Subsidiaries have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against Pledgor, and 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 Indemnity Agreement.

Private Sales. The Company recognizes that the Secured Party Agent may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyAgent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyAgent, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Agent shall reasonably designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Company recognizes that the Secured Party Bank may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Bank shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Bank agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyBank, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyBank, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Bank shall designate and, if required, to cause such issuer or issuers 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 Actdesignate.

Private Sales. The Company Each Grantor recognizes that the Secured Party Lender may be unable to effect a public sale of any or other disposition of all the Equity Interests Pledged Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking lawsand applicable state securities laws or otherwise, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchaserspurchasers 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. The Company Each Grantor acknowledges and agrees that any such private sales sale may be at result in prices and other terms less favorable to the seller than if sold at such sale were a public sales and sale and, notwithstanding such circumstances, agrees that any such private sales sale shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Subject to its compliance with state securities laws applicable to private sales, the Lender shall be under no obligation to delay a sale of any of the Equity Interests Pledged Stock for the period of time necessary to permit the issuer of such Equity Interests Issuer thereof to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other under applicable state securities laws, even if the issuer such Issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company Each Grantor agrees to use its best commercially reasonable efforts to cause the issuer or issuers of the Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to promptly do or cause to be done all such other acts and things as may be reasonably necessary or, in the reasonable opinion to make such sale or sales of all or any portion of the Secured PartyPledged Stock pursuant to this Section 6.8 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.8 may cause irreparable injury to the Lender, advisable that the Lender may have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.8 may be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to exempt assert any defenses against an action for specific performance of such Equity Interests from registration covenants except for a defense that no Event of Default has occurred under the provisions Credit Agreement. Each Grantor hereby waives, to the fullest extent permitted by law, any claims against the Lender arising by reason of the Securities Act, and to make all amendments to such instruments and documents which, in fact that the opinion of the Secured Party, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction price at which the Secured Party shall designate andCollateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if required, the Lender accepts the first offer received and does not offer such Collateral to cause such issuer or issuers 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 Actmore than one offeree.

Private Sales. The Company recognizes Borrowers recognize that the Secured Party Agent may be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees Borrowers agree that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees Borrowers agree to use its thier best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's Borrowers’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyAgent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyAgent, 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. The Company Borrowers further agrees agree to use its their best efforts to cause such issuer or issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any jurisdiction which the Secured Party Agent shall designate and, if required, to cause such issuer or issuers 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.

Private Sales. The Company recognizes that the Secured Party Agent may be unable to ------------- effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyAgent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyAgent, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Agent shall designate and, if required, to cause such issuer or issuers 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(S).11(a) of the Securities Act.

Private Sales. The Company recognizes that the Secured Party Agent may ------------- be unable to effect a public sale or other disposition of the Equity Interests Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Equity Interests Stock for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Agent agrees that any sale of the Equity Interests Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured PartyAgent, advisable to exempt such Equity Interests Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyAgent, 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. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party Agent shall designate and, if required, to cause such issuer or issuers 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(S).11(a) of the Securities Act.

Private Sales. (a) The Company recognizes covenants that it will file the Secured Party may reports required to be unable to effect a public sale or other disposition of the Equity Interests filed by reason of certain prohibitions contained in it under the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Equity Interests for the period of time necessary to permit the issuer of such Equity Interests to register such Equity Interests for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Equity Interests from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Registrable Securities, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities and Exchange Commission applicable theretoAct, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with Upon the provisions of the securities or "Blue Sky" laws reasonable request of any jurisdiction which Holder of Registrable Securities, the Secured Party shall designate Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if requirednot, to cause such issuer or issuers the specifics thereof. (b) The Company agrees to make available upon reasonable notice at reasonable times and for reasonable periods in connection with any Person expressing a bona fide interest in acquiring Equity Securities pursuant to its security holderssales exempt from registration under the Securities Act (“Private Sales”) for inspection by a Representative appointed by each of TPG and JPMP and by any attorney, as soon as practicableaccountant or other agent or Representative retained by such Holders or any such purchaser, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) all pertinent financial and other records, pertinent corporate documents, properties and assets of the Securities ActCompany and its subsidiaries, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and its subsidiaries and to supply all information reasonably requested by any such Person in connection with such Private Sale as shall be necessary to enable them to exercise their due diligence; provided that any such Person gaining access to information regarding the Company pursuant to this Section 2.10(b) shall agree (on customary terms) to hold in strict confidence and shall not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required (by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has knowledge, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person.

Private Sales. The Company recognizes that If the Secured Party may be unable Lender shall determine to effect a public sale exercise its right to sell any or other disposition all of the Equity Interests by reason Pledged Stock pursuant to Section 7 hereof, and if in the reasonable opinion of certain prohibitions contained in the Lender it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), federal banking lawsthe Pledgor will cause the Borrower whose stock is to be so registered to (i) execute and deliver, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Equity Interests for the period of time necessary to permit the issuer of such Equity Interests to register such Equity Interests for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer directors and officers of Lehi or issuers of Plymouth, as the Equity Interests contemplated to be soldcase may be, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary orbe, in the reasonable opinion of the Secured PartyLender, necessary or advisable to exempt such Equity Interests from registration register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the 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 Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to such instruments and documents the related prospectus which, in the reasonable opinion of the Secured PartyLender, 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. The Company further Pledgor agrees to use its best efforts to cause such issuer Lehi or issuers Plymouth, as the case may be, whose stock is to be so registered to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction and all jurisdictions which the Secured Party Lender shall designate andreasonably designate, if required, and use its best efforts to cause such issuer Lehi or issuers Plymouth, as the case may be, 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(all(a) of the Securities Act.

Private Sales. The Company recognizes Pledgors recognize that the Secured Party Administrative Agent may be unable to effect a public sale or other disposition of the Equity Interests Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees Pledgors agree that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Equity Interests Securities for the period of time necessary to permit the issuer of such Equity Interests securities to register such Equity Interests securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party Administrative Agent agrees that any sale of the Equity Interests Securities shall be made in a commercially reasonable manner, and the Company agrees Pledgors agree to use its best their reasonable efforts to cause the issuer or issuers of the Equity Interests Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's Pledgors’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be reasonably necessary or, in the reasonable opinion of the Secured PartyAdministrative Agent, advisable to exempt such Equity Interests Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured PartyAdministrative 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. The Company Pledgors further agrees agree to use its best their reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any jurisdiction which the Secured Party Administrative Agent shall designate and, if required, to cause such issuer or issuers 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.