Common use of Registration Rights, etc Clause in Contracts

Registration Rights, etc. (a) If the Senior Note Trustee determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue of the Notes, subject to any applicable Approvals, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note Trustee. The Pledgor will reimburse the Senior Note Trustee upon demand for any expenses incurred by the Senior Note Trustee(including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable law, rules, regulations, orders or decrees, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note Trustee, as secured party, for which the Senior Note Trustee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 shall be specifically enforceable against the Pledgor and the Pledgor waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Registration Rights, etc. (a) If the Senior Note Trustee Collateral Agent determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal Federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue the Notes in accordance with Section 6.02 of the NotesIndenture, subject to any applicable Approvals, the each Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee Collateral Agent or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note TrusteeCollateral Agent. The Pledgor Pledgors will reimburse the Senior Note Trustee Collateral Agent upon demand for any expenses incurred by the Senior Note Trustee(including Collateral Agent (including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the any Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee Collateral Agent determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee Collateral Agent may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Each Pledgor further agrees to do or use all reasonable efforts to cause to be done done, to the extent such Pledgor may legally do so, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the Pledgor's expense. The Each Pledgor further agrees that a breach of any of the covenants contained in this Subsidiary Pledge Agreement will cause irreparable injury to the Senior Note TrusteeCollateral Agent, as secured party, for which the Senior Note Trustee Collateral Agent would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against each Pledgor and, to the Pledgor and the full extent permitted by applicable law, each Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenant that Pledgor's failure to perform such covenants will not cause irreparable injury to the Collateral Agent or the Holders or that the Collateral Agent on behalf of the Holders has an adequate remedy at law in respect of such breach.

Registration Rights, etc. (a) If the Senior Note Trustee determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue of the Notes, subject to any applicable Approvals, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note Trustee. The Pledgor will reimburse the Senior Note Trustee upon demand for any expenses incurred by the Senior Note Trustee(including Trustee (including reasonable attorneys' feesfees and expenses) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable law, rules, regulations, orders or decrees, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note Trustee, as secured party, for which the Senior Note Trustee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against the Pledgor and the Pledgor waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Registration Rights, etc. (a) If the Senior Note Trustee Collateral Agent determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal Federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue the Notes in accordance with Section 6.02 of the Notes, subject to any applicable ApprovalsIndenture, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee Collateral Agent or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note TrusteeCollateral Agent. The Pledgor will reimburse the Senior Note Trustee Collateral Agent upon demand for any expenses incurred by the Senior Note Trustee(including Collateral Agent (including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee Collateral Agent determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee Collateral Agent may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Pledgor further agrees to do or use all reasonable efforts to cause to be done done, to the extent the Pledgor may legally do so, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note TrusteeCollateral Agent, as secured party, for which the Senior Note Trustee Collateral Agent would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against the Pledgor and and, to the full extent permitted by applicable law, the Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenant that Pledgor's failure to perform such covenants will not cause irreparable injury to the Collateral Agent or the Holders or that the Collateral Agent on behalf of the Holders has an adequate remedy at law in respect of such breach.

Registration Rights, etc. (a) If the Senior Note Trustee determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal Federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue the Notes in accordance with Section 6.2 of the Notes, subject to any applicable ApprovalsIndenture, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note Trustee. The Pledgor will reimburse the Senior Note Trustee upon demand for any expenses incurred by the Senior Note Trustee(including Trustee (including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Pledgor further agrees to do or use all reasonable efforts to cause to be done done, to the extent the Pledgor may legally do so, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note Trustee, as secured party, for which the Senior Note Trustee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against the Pledgor and and, to the full extent permitted by applicable law, the Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenants that (i) Pledgor's failure to perform such covenants will not cause irreparable injury to the Trustee or the Holders or (ii) the Trustee on behalf of the Holders has an adequate remedy at law in respect of such breach.

Registration Rights, etc. (a) If the Senior Note Trustee determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue the Notes, in accordance with Section 7.2 of the NotesIndenture, subject to any applicable Approvals, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note Trustee. The Pledgor will reimburse the Senior Note Trustee upon demand for any expenses incurred by the Senior Note Trustee(including Trustee (including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable law, rules, regulations, orders or decrees, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note Trustee, as secured party, for which the Senior Note Trustee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 shall be specifically enforceable against the Pledgor and the Pledgor waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Registration Rights, etc. (a) If If, upon or at any time after the Senior Note Trustee determines that occurrence of an Event of Default, the registration of any of the securities included in the Pledged Collateral underSecurities, or other compliance with, the Securities Act or any similar federal Federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue of required with respect to the Notes, subject to any applicable ApprovalsPledged Securities, the Pledgor Pledgors will use its their best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the HoldersPledgee, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note TrusteePledgee. The Pledgor Pledgors will reimburse the Senior Note Trustee Pledgee upon demand for any expenses incurred by the Senior Note Trustee(including Pledgee (including reasonable attorneys' feesfees and expenses) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the any Pledgor is unable to effect a public sale of any or all of the Pledged Collateral Securities or if the Senior Note Trustee determines that it is desirable Pledged Securities are to sell the Pledged Collateral be sold in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee Pledgee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee Pledgee shall be under no obligation to delay a sale of any of the Pledged Collateral Securities for the period of time necessary to permit the issuer of such securities 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. (c) The Each Pledgor further agrees to do do, or use all reasonable efforts to cause to be done done, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance comply with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the such Pledgor's expense. The Each Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note TrusteePledgee, as secured partyparties, for which the Senior Note Trustee Pledgee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against each Pledgor and, to the Pledgor and the fullest extent permitted by applicable law, each Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenants that (i) such Pledgor's failure to perform such covenants will not cause irreparable injury to the Pledgee (ii) the Pledgee have an adequate remedy at law in respect of such breach.

Registration Rights, etc. (a) If If, upon or at any time after the Senior Note Trustee determines that occurrence of an Event of Default, the registration of any of the securities included in the Pledged Collateral underSecurities, or other compliance with, the Securities Act or any similar federal or state law of any other jurisdiction is desirable, upon or at any time after an Event of Default and acceleration of either issue of required with respect to the Notes, subject to any applicable ApprovalsPledged Securities, the Pledgor Pledgors will use its their best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the HoldersPledgee, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note TrusteePledgee. The Pledgor Pledgors will reimburse the Senior Note Trustee Pledgee upon demand for any expenses incurred by the Senior Note Trustee(including Pledgee (including reasonable attorneys' feesfees and expenses) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the any Pledgor is unable to effect a public sale of any or all of the Pledged Collateral Securities or if the Senior Note Trustee determines that it is desirable Pledged Securities are to sell the Pledged Collateral be sold in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee Pledgee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee Pledgee shall be under no obligation to delay a sale of any of the Pledged Collateral Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act or under other applicable state securities laws laws, even if such issuer would agree to do so. (c) The Each Pledgor further agrees to do do, or use all reasonable efforts to cause to be done done, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance comply with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the such Pledgor's expense. The Each Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note TrusteePledgee, as secured party, for which the Senior Note Trustee Pledgee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against each Pledgor and, to the Pledgor and the fullest extent permitted by applicable law, each Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenants that (i) such Pledgor's failure to perform such covenants will not cause irreparable injury to the Pledgee or (ii) the Pledgee has an adequate remedy at law in respect of such breach.

Registration Rights, etc. (a) If the Senior Note Trustee determines that the registration of any of the securities included in the Pledged Collateral under, or other compliance with, the Securities Act or any similar federal Federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue the Notes in accordance with Section 6.2 of the NotesIndenture, subject and the failure of Apache to any applicable Approvalsexercise the Apache Option, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the Holders, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note Trustee. The Pledgor will reimburse the Senior Note Trustee upon demand for any expenses incurred by the Senior Note Trustee(including Trustee (including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral or if the Senior Note Trustee determines that it is desirable to sell the Pledged Collateral in one or more private sales, subject to any applicable Approvalsthe provisions of the Apache Option, the Senior Note Trustee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Subject to the provisions of the Apache Option and compliance with the Chinese Approval Requirement, the Trustee shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities 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) The Pledgor further agrees to do or use all reasonable efforts to cause to be done done, to the extent the Pledgor may legally do so, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note Trustee, as secured party, for which the Senior Note Trustee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 15 shall be specifically enforceable against the Pledgor and and, to the full extent permitted by applicable law, the Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenant that Pledgor's failure to perform such covenants will not cause irreparable injury to the Trustee or the Holders or the Trustee on behalf of the Holders has an adequate remedy at law in respect of such breach.

Registration Rights, etc. (a) If If, upon or at any time after the Senior Note Trustee occurrence of an Event of Default, the Pledgee reasonably determines that the registration of any of the securities included in the Pledged Collateral underSecurities, or other compliance with, the Securities Act or any similar federal Federal or state law is desirable, upon or at any time after an Event of Default and acceleration of either issue of required with respect to the Notes, subject to any applicable ApprovalsPledged Securities, the Pledgor will use its best efforts to cause such registration or compliance to be effectively made, at no expense to the Senior Note Trustee or to the HoldersPledgee, and to continue any such registration effective for such time as may be reasonably necessary in the opinion of the Senior Note TrusteePledgee. The Pledgor will reimburse the Senior Note Trustee Pledgee upon demand for any expenses incurred by the Senior Note Trustee(including Pledgee (including reasonable attorneys' fees) incurred in connection therewith, which obligation to pay such expenses shall be secured hereunder. (b) If the Pledgor is unable to effect a public sale of any or all of the Pledged Collateral Securities or if the Senior Note Trustee Pledgee determines that it is desirable to sell the Pledged Collateral Securities in one or more private sales, subject to any applicable Approvals, the Senior Note Trustee Pledgee may limit such sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for its their own account for investment and not with a view to distribution or resale. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller 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 Senior Note Trustee Pledgee shall be under no obligation to delay a sale of any of the Pledged Collateral Securities for the period of time necessary to permit the issuer of such securities 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. (c) The Pledgor further agrees to do do, or use all reasonable efforts to cause to be done done, all such other acts and things as may be necessary to make such sale or sales of all or any part of the Pledged Collateral valid and binding and in compliance comply with any and all applicable lawlaws, rules, regulations, rules and regulations and orders or decreesand decrees of any and all courts having jurisdiction over such sales, all at the such Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Pledge Agreement will cause irreparable injury to the Senior Note TrusteePledgee, as secured partyparties, for which the Senior Note Trustee Pledgee would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 16 14 shall be specifically enforceable against Pledgor and, to the Pledgor and the fullest extent permitted by applicable law, Pledgor waives and agrees not to assert any defenses as a defense against an action for specific performance of such covenantscovenants that (i) Pledgor's failure to perform such covenants will not cause irreparable injury to the Pledgee (ii) the Pledgee have an adequate remedy at law in respect of such breach.