Common use of Private Sales Clause in Contracts

Private Sales. (a) The Pledgor recognizes that the Collateral Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 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 sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of having been a private sale. The Collateral Agent shall be under no obligation to delay sale of any of the Pledged Stock for the period of time necessary to permit the Borrower to register such Stock for public sale under the Securities Act, or under applicable state securities law, even if the Borrower would agree to do so. (b) The Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable Law.

Private Sales. (a) The Each Pledgor recognizes that the Collateral Administrative Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 Each 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Administrative Agent shall be under no obligation to delay sale of any of the Pledged Stock Shares for the period of time necessary to permit the Borrower any Subsidiary to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such Subsidiary would agree to do so. (b) The Each Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock Shares pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable applicable Requirements of Law.

Private Sales. (a) The Pledgor recognizes recognize that the Collateral Administrative Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Interests included in the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 Pledgor acknowledges acknowledge and agrees agree 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Administrative Agent shall be under no obligation to delay sale of any of the Pledged Stock Interests included in the Collateral for the period of time necessary to permit the Borrower any Subsidiary to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such Subsidiary would agree to do so. (b) The Pledgor further agrees to use its reasonable best effortsagrees, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the such Pledgor’s Pledged Stock Interests included in the Collateral pursuant to this Section 5.4 5.3 valid and binding and in compliance with any and all Applicable Lawapplicable requirements of law.

Private Sales. (a) The Pledgor recognizes that the Collateral Agent Lender may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Shares by reason of certain prohibitions prohi­bitions contained in the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Agent Lender shall be under no obligation to delay sale of any of the Pledged Stock Shares for the period of time necessary to permit the Borrower any entity to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such entity would agree to do so. (b) The Pledgor further agrees to use its Pledgor's reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock Shares pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable Lawrequirements of applicable law.

Private Sales. (a) The Each Pledgor recognizes that the Collateral Administrative Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) ), and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of one or more purchasers that will be obligated 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 Each 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Administrative Agent shall be under no obligation to delay sale of any of the Pledged Stock Interests for the period of time necessary to permit the Borrower any Subsidiary to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such Subsidiary would agree to do so. (b) The Each Pledgor further agrees to use its commercially reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock Interests pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable applicable Requirements of Law.

Private Sales. (a) The Each Pledgor recognizes that the Collateral Administrative Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 Each 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Administrative Agent shall be under no obligation to delay sale of any of the Pledged Stock Interests for the period of time necessary to permit the Borrower any Subsidiary to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such Subsidiary would agree to do so. (b) The Each Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock Interests pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable applicable Requirements of Law.

Private Sales. (a) The Each Pledgor recognizes that the Collateral Administrative Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 Each 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Administrative Agent shall be under no obligation to delay sale of any of the Pledged Stock Shares for the period of time necessary to permit the Borrower any Subsidiary to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such Subsidiary would agree to do so. (b) The Each Pledgor further agrees to use its his reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock Shares pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable applicable Requirements of Law.

Private Sales. (a) The Each Pledgor recognizes that the Collateral Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT") and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated 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 Each 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Agent shall be under no obligation to delay sale of any of the Pledged Stock Shares for the period of time necessary to permit the Borrower such Subsidiary to register such Stock securities for public sale under the Securities Act, or under applicable state securities law, even if the Borrower such Subsidiary would agree to do so. (b) The Each Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock Shares pursuant to this Section SECTION 5.4 valid and binding and in compliance with any and all Applicable other applicable Requirements of Law.

Private Sales. (a) The If the Lender exercises its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, the Pledgor recognizes that the Collateral Agent Lender may be unable, after the occurrence and during the continuance of any Event of Default, unable to effect a public sale of any or all the Pledged Stock Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) ), and applicable state securities law laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that which will be obligated 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 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 unreasonable manner solely by virtue of having been a private salereasonable manner. The Collateral Agent 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 Borrower Issuer to register such Stock securities for public sale under the Securities Act, or under applicable state securities lawlaws, even if the Borrower Issuer would agree to do so. (b) The Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, 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 Pledgor’s Pledged Stock pursuant to this Section 5.4 paragraph 9 valid and binding and in compliance with any and all Applicable Law.other applicable Requirements of