Common use of Right of Sale after Default Clause in Contracts

Right of Sale after Default. Upon the occurrence and during the continuance of a Default, the Agent on behalf of the Lenders may exercise any or all of the rights and remedies provided (i) in this Pledge Agreement, (ii) to a secured party when a debtor is in default under a security agreement by the New York Uniform Commercial Code and (iii) by any other applicable law including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien. Without limiting the generality of the foregoing, upon the occurrence and continuance of a Default, the Agent may sell, without recourse to judicial proceedings, with the right to bid for and buy, free from any right of redemption, the Collateral or any part thereof, upon ten days' notice (which notice is agreed to be reasonable notice for the purposes hereof) to the Pledgor of the time and place of sale, for cash, upon credit or for future delivery, at the Lenders' option and in the Lenders' complete discretion: (a) At public sale, including a sale at any broker's board or exchange; (b) At private sale in any commercially reasonable manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. The Agent and the Lenders are also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as they may deem required or appropriate in the event of sale or disposition of any of the Collateral. The Pledgor understands that the Agent, on behalf of the Lenders, may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any portion thereof, than would otherwise be obtainable if the same were registered and sold in the open market. The Pledgor agrees that (i) in the event the Agent shall so sell the Collateral, or any portion thereof, at such private sale or sales, the Agent and the Lenders, shall have the right to rely upon the advice and opinion of any Person with whom the Lenders deal at arm's length who regularly deals in or evaluates stock of the type constituting the Collateral as to the price obtainable in a commercially reasonable manner upon such a private sale. thereof, and (ii) such reliance shall be conclusive evidence that the Agent and the Lenders handled such matter in a commercially reasonable manner. In the case of any sale by the Agent on behalf of the Lenders of the Collateral on credit or for future delivery, the Collateral sold may be retained by the Agent until the selling price is paid by the purchaser, but neither the Agent nor any Lender shall incur liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In the event that the Agent and the Lenders reasonably determine that a private sale is not economically practical, and if in the opinion of the Agent and the Lenders it is necessary or advisable to have such securities registered under the provisions of such Act, or any similar law relating to the registration of securities, the Pledgor agrees, at its own expense, to (i) execute and deliver all such instruments and documents, and do or cause to be done such other acts and things, as may be necessary or, in the opinion of the Agent, advisable to register such securities under the provisions of such Act or any applicable similar law relating to the registration of securities, and the Pledgor will use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as the Agent shall request, and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Agent, are necessary or desirable, all in conformity with the requirements of such Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify such securities under state "blue sky" or securities laws, all as reasonably requested by the Agent; and (iii) at the request of the Agent, indemnify and hold harmless the Lenders, the Agent, any underwriters (and any Person controlling any of the foregoing), and their respective employees, officers, agents, attorneys, and accountants (collectively, the "Indemnified Parties") from and against any loss, liability, claim, damage, and expense (including, without limitation, fees of counsel incurred in connection therewith) under such Act or otherwise, insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of any material fact furnished by the Pledgor contained in any registration statement under which such securities were registered under such Act or other securities laws, any preliminary prospectus or final prospectus contained therein, or arise out of or are based upon any omission or alleged omission by the Pledgor to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of any Indemnified Party; provided, however, that the Pledgor shall not be liable in any case to the extent that any such loss, liability, claim, damage, or expense arises out of or is based upon an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to the Pledgor by an Indemnified Party specifically for use in such registration statement or preliminary or final prospectus.

Right of Sale after Default. Upon the occurrence and during the continuance of a Pledge Agreement Default, subject to compliance with applicable law, the Agent Agent, on behalf of itself and the Lenders may exercise any or all of the rights and remedies provided (i) in this Pledge AgreementLenders, (ii) to a secured party when a debtor is in default under a security agreement by the New York Uniform Commercial Code and (iii) by any other applicable law including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien. Without limiting the generality of the foregoing, upon the occurrence and continuance of a Default, the Agent may sell, without recourse to judicial proceedings, with the right to bid for and buy, free from any right of redemption, the Collateral or any part thereof, upon ten days' notice (which notice is agreed to be reasonable notice for the purposes hereof) to the Pledgor of the time and place of sale, for cash, upon credit or for future delivery, at the Lenders' Agent's option and in the Lenders' Agent's complete discretion: (ai) At public sale, including a sale at any broker's board or exchange; (bii) At private sale in any commercially reasonable manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. The Agent and the Lenders each Lender are also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as they may deem required or appropriate in the event of sale or disposition of any of the Collateral, and the Pledgor agrees that neither the Agent nor any Lender shall be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any applicable limitation or restriction of any governmental regulatory authority or official. The Pledgor understands that the Agent, on behalf of itself and the Lenders, may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any portion thereof, than would otherwise be obtainable if the same were registered and sold in the open market. Any such private sale shall not by reason thereof be deemed not 44 45 to have been made in a commercially reasonable manner. In the event of any such sale under the circumstances described in this Section 7(b)(ii), neither the Agent nor any Lender shall incur any responsibility or liability for selling the whole or any part of the Collateral at a price which the Agent may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if any such sale were a public sale. The Pledgor agrees that (i) in the event the Agent shall so sell the Collateral, or any portion thereof, at such private sale or sales, the Agent and the Lenders, Lenders shall have the right to rely upon the advice and opinion of any Person with whom the Lenders deal at arm's length who regularly deals in or evaluates stock of the type constituting the Collateral as to the price obtainable in a commercially reasonable manner upon such a private sale. sale thereof, and (ii) such reliance shall be conclusive evidence that the Agent and the Lenders handled such matter in a commercially reasonable manner. In the case of any sale by the Agent on behalf of itself and the Lenders of the Collateral on credit or for future delivery, the Collateral sold may be retained by the Agent until the selling price is paid by the purchaser, but neither the Agent nor any Lender shall incur liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In connection with the event that sale of any of the Collateral, the Agent and the Lenders reasonably determine that a private are authorized, but not obligated, to limit prospective purchasers to the extent deemed necessary or desirable by the Agent and the Lenders to render such sale is not economically practicalexempt from the registration requirements of the Securities Act of 1933, as amended, and if any applicable state securities laws. In the event that, in the opinion of the Agent and the Lenders Lenders, it is necessary or advisable to have such securities registered under the provisions of such Act, or any similar law relating to the registration of securities, the Pledgor agrees, at its own expense, to (i) execute and deliver all such instruments and documents, and to do or cause to be done such other acts and things, as may be necessary or, in the opinion of the Agent, advisable advisable, to register such securities under the provisions of such Act or any applicable similar law relating to the registration of securities, and the Pledgor will use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as the Agent shall reasonably request, and to make all amendments thereto thereof and/or to the related prospectus which, in the opinion of the Agent, are necessary or desirable, all in conformity with the requirements of such Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify such securities under state "blue sky" or securities laws, all as reasonably requested by the Agent; and (iii) at the request of the Agent, indemnify and hold harmless the Lenders, the Agent, any underwriters (and any Person controlling any of the foregoing), and their respective employees, officers, agents, attorneys, and accountants (collectively, the "Indemnified Parties") from and against any loss, liability, claim, damage, and expense (including, without limitation, fees of counsel incurred in connection therewith) under such Act or otherwise, insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of any material fact furnished by the Pledgor contained in any registration statement under which such securities were registered under such Act or other securities laws, any preliminary prospectus or final prospectus contained therein, or arise out of or are based upon any omission or alleged omission by the Pledgor to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of any Indemnified Party; provided, however, that the Pledgor shall not be liable in any case to the extent that any such loss, liability, claim, damage, or expense arises out of or is based upon an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to the Pledgor by an Indemnified Party specifically for use in such registration statement or preliminary or final prospectus.and

Right of Sale after Default. Upon the occurrence and during the continuance of a Pledge Agreement Default, subject to compliance with applicable law, the Agent Agent, on behalf of itself and the Lenders may exercise any or all of the rights and remedies provided (i) in this Pledge AgreementLenders, (ii) to a secured party when a debtor is in default under a security agreement by the New York Uniform Commercial Code and (iii) by any other applicable law including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien. Without limiting the generality of the foregoing, upon the occurrence and continuance of a Default, the Agent may sell, without recourse to judicial proceedings, with the right to bid for and buy, free from any right of redemption, the Collateral or any part thereof, upon ten days' notice (which notice is agreed to be reasonable notice for the purposes hereof) to the Pledgor of the time and place of sale, for cash, upon credit or for future delivery, at the Lenders' Agent's option and in the Lenders' Agent's complete discretion: (ai) At public sale, including a sale at any broker's board or exchange; (bii) At private sale in any commercially reasonable manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. The Agent and the Lenders each Lender are also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as they may deem required or appropriate in the event of sale or disposition of any of the Collateral, and the Pledgor agrees that neither the Agent nor any Lender shall be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any applicable limitation or restriction of any governmental regulatory authority or official. The Pledgor understands that the Agent, on behalf of itself and the Lenders, may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any portion thereof, than would otherwise be obtainable if the same were registered and sold in the open market. The Pledgor agrees that (i) in the event the Agent shall so sell the Collateral, or any portion thereof, at Any such private sale or sales, the Agent and the Lenders, shall not by reason thereof be deemed not to have the right to rely upon the advice and opinion of any Person with whom the Lenders deal at arm's length who regularly deals in or evaluates stock of the type constituting the Collateral as to the price obtainable in a commercially reasonable manner upon such a private sale. thereof, and (ii) such reliance shall be conclusive evidence that the Agent and the Lenders handled such matter been made in a commercially reasonable manner. In the case event of any such sale by under the Agent on behalf of the Lenders of the Collateral on credit or for future deliverycircumstances described in this Section 7(b)(ii), the Collateral sold may be retained by the Agent until the selling price is paid by the purchaser, but neither the Agent nor any Lender shall incur any responsibility or liability in case of failure for selling the whole or any part of the purchaser to take up and pay for the Collateral so sold. In the event that at a price which the Agent and the Lenders reasonably determine that a private sale is not economically practical, and if in the opinion of the Agent and the Lenders it is necessary or advisable to have such securities registered may deem reasonable under the provisions of such Actcircumstances, or any similar law relating to the registration of securities, the Pledgor agrees, at its own expense, to (i) execute and deliver all such instruments and documents, and do or cause to be done such other acts and things, as may be necessary or, in the opinion of the Agent, advisable to register such securities under the provisions of such Act or any applicable similar law relating to the registration of securities, and the Pledgor will use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as the Agent shall request, and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Agent, are necessary or desirable, all in conformity with the requirements of such Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify such securities under state "blue sky" or securities laws, all as reasonably requested by the Agent; and (iii) at the request of the Agent, indemnify and hold harmless the Lenders, the Agent, any underwriters (and any Person controlling any of the foregoing), and their respective employees, officers, agents, attorneys, and accountants (collectively, the "Indemnified Parties") from and against any loss, liability, claim, damage, and expense (including, without limitation, fees of counsel incurred in connection therewith) under such Act or otherwise, insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of any material fact furnished by the Pledgor contained in any registration statement under which such securities were registered under such Act or other securities laws, any preliminary prospectus or final prospectus contained therein, or arise out of or are based upon any omission or alleged omission by the Pledgor to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of any Indemnified Party; provided, however, that the Pledgor shall not be liable in any case to the extent that any such loss, liability, claim, damage, or expense arises out of or is based upon an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to the Pledgor by an Indemnified Party specifically for use in such registration statement or preliminary or final prospectus.notwithstanding

Right of Sale after Default. Upon the occurrence and during the continuance of a Default, Default the Agent on behalf of the Lenders may exercise any or all of the rights and remedies provided (i) in this Pledge Agreement, (ii) to a secured party when a debtor is in default under a security agreement by the New York Illinois Uniform Commercial Code and (iii) by any other applicable law including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien. Without limiting the generality of the foregoing, upon the occurrence and continuance of a Default, the Agent may sell, without recourse to judicial proceedings, with the right to bid for and buy, free from any right of redemption, the Collateral or any part thereof, upon ten days' notice (which notice is agreed to be reasonable notice for the purposes hereof) to the Pledgor Borrower of the time and place of sale, for cash, upon credit or for future delivery, at the Lenders' option and in the Lenders' complete discretion: (a) At public sale, including a sale at any broker's board or exchange; (b) At private sale in any commercially reasonable manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. The Agent and the Lenders are also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as they may deem required or appropriate in the event of sale or disposition of any of the Collateral. The Pledgor Borrower understands that the Agent, on behalf of the Lenders, may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any portion thereof, than would otherwise be obtainable if the same were registered and sold in the open market. The Pledgor Borrower agrees that (i) in the event the Agent shall so sell the Collateral, or any portion thereof, at such private sale or sales, the Agent and the Lenders, Lenders shall have the right to rely upon the advice and opinion of any Person with whom the Lenders deal at arm's length who regularly deals in or evaluates stock of the type constituting the Collateral as to the price obtainable in a commercially reasonable manner upon such a private sale. sale thereof, and (ii) such reliance shall be conclusive evidence that the Agent and the Lenders handled such matter in a commercially reasonable manner. In the case of any sale by the Agent on behalf of the Lenders of the Collateral on credit or for future delivery, the Collateral sold may be retained by the Agent until the selling price is paid by the purchaser, but neither the Agent nor any Lender shall incur liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In the event that the Agent and the Lenders reasonably determine that a private sale is not economically practical, and if in the opinion of the Agent and the Lenders it is necessary or advisable to have such securities registered under the provisions of such Act, or any similar law relating to the registration of securities, the Pledgor Borrower agrees, at its own expense, to (i) execute and deliver all such instruments and documents, and do or cause to be done such other acts and things, as may be necessary or, in the opinion of the Agent, advisable to register such securities under the provisions of such Act or any applicable similar law relating to the registration of securities, and the Pledgor Borrower will use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as the Agent shall request, and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Agent, are necessary or desirable, all in conformity with the requirements of such Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify such securities under state "blue sky" or securities laws, all as reasonably requested by the Agent; and (iii) at the request of the Agent, indemnify and hold harmless the Lenders, the Agent, any underwriters (and any Person controlling any of the foregoing), and their respective employees, officers, agents, attorneys, and accountants (collectively, the "Indemnified Parties") from and against any loss, liability, claim, damage, and expense (including, without limitation, fees of counsel incurred in connection therewith) under such Act or otherwise, insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of any material fact furnished by the Pledgor Borrower contained in any registration statement under which such securities were registered under such Act or other securities laws, any preliminary prospectus or final prospectus contained therein, or arise out of or are based upon any omission or alleged omission by the Pledgor Borrower to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of any Indemnified Party; provided, however, that the Pledgor Borrower shall not be liable in any case to the extent that any such loss, liability, claim, damage, or expense arises out of or is based upon an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to the Pledgor Borrower by an Indemnified Party specifically for use in such registration statement or preliminary or final prospectus.

Right of Sale after Default. Upon the occurrence and during the continuance of a Default, the Agent on behalf of the Lenders may exercise any or all of the rights and remedies provided (i) in this Pledge Agreement, (ii) to a secured party when a debtor is in default under a security agreement by the New York Uniform Commercial Code and (iii) by any other applicable law including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien. Without limiting the generality of the foregoing, upon the occurrence and continuance of a Default, the Agent may sell, without recourse to judicial proceedings, with the right to bid for and buy, free from any right of redemption, the Collateral or any part thereof, upon ten days' notice (which notice is agreed to be reasonable notice for the purposes hereof) to the Pledgor of the time and place of sale, for cash, upon credit or for future delivery, at the Lenders' option and in the Lenders' complete discretion: (a) At public sale, including a sale at any broker's board or exchange; (b) At private sale in any commercially reasonable manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. The Agent and the Lenders are also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as they may deem required or appropriate in the event of sale or disposition of any of the Collateral. The Pledgor understands that the Agent, on behalf of the Lenders, may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any portion thereof, than would otherwise be obtainable if the same were registered and sold in the open market. The Pledgor agrees that (i) in the event the Agent shall so sell the Collateral, or any portion thereof, at such private sale or sales, the Agent and the Lenders, Lenders shall have the right to rely upon the advice and opinion of any Person with whom the Lenders deal at arm's length who regularly deals in or evaluates stock of the type constituting the Collateral as to the price obtainable in a commercially reasonable manner upon such a private sale. sale thereof, and (ii) such reliance shall be conclusive evidence that the Agent and the Lenders handled such matter in a commercially reasonable manner. In the case of any sale by the Agent on behalf of the Lenders of the Collateral on credit or for future delivery, the Collateral sold may be retained by the Agent until the selling price is paid by the purchaser, but neither the Agent nor any Lender shall incur liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In the event that the Agent and the Lenders reasonably determine that a private sale is not economically practical, and if in the opinion of the Agent and the Lenders it is necessary or advisable to have such securities registered under the provisions of such Act, or any similar law relating to the registration of securities, the Pledgor agrees, at its own expense, to (i) execute and deliver all such instruments and documents, and do or cause to be done such other acts and things, as may be necessary or, in the opinion of the Agent, advisable to register such securities under the provisions of such Act or any applicable similar law relating to the registration of securities, and the Pledgor will use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as the Agent shall request, and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Agent, are necessary or desirable, all in conformity with the requirements of such Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify such securities under state "blue sky" or securities laws, all as reasonably requested by the Agent; and (iii) at the request of the Agent, indemnify and hold harmless the Lenders, the Agent, any underwriters (and any Person controlling any of the foregoing), and their respective employees, officers, agents, attorneys, and accountants (collectively, the "Indemnified Parties") from and against any loss, liability, claim, damage, and expense (including, without limitation, fees of counsel incurred in connection therewith) under such Act or otherwise, insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of any material fact furnished by the Pledgor contained in any registration statement under which such securities were registered under such Act or other securities laws, any preliminary prospectus or final prospectus contained therein, or arise out of or are based upon any omission or alleged omission by the Pledgor to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of any Indemnified Party; provided, however, that the Pledgor shall not be liable in any case to the extent that any such loss, liability, claim, damage, or expense arises out of or is based upon an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to the Pledgor by an Indemnified Party specifically for use in such registration statement or preliminary or final prospectus.

Right of Sale after Default. Upon the occurrence and during the continuance of a Pledge Agreement Default, subject to compliance with applicable law, the Agent Agent, on behalf of itself and the Lenders may exercise any or all of the rights and remedies provided (i) in this Pledge AgreementLenders, (ii) to a secured party when a debtor is in default under a security agreement by the New York Uniform Commercial Code and (iii) by any other applicable law including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien. Without limiting the generality of the foregoing, upon the occurrence and continuance of a Default, the Agent may sell, without recourse to judicial proceedings, with the right to bid for and buy, free from any right of redemption, the Collateral or any part thereof, upon ten days' notice (which notice is agreed to be reasonable notice for the purposes hereof) to the Pledgor of the time and place of sale, for cash, upon credit or for future delivery, at the Lenders' Agent's option and in the Lenders' Agent's complete discretion: (ai) At public sale, including a sale at any broker's board or exchange; (bii) At private sale in any commercially reasonable manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. The Agent and the Lenders each Lender are also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as they may deem required or appropriate in the event of sale or disposition of any of the Collateral, and the Pledgor agrees that neither the Agent nor any Lender shall be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any applicable limitation or restriction of any governmental regulatory authority or official. The Pledgor understands that the Agent, on behalf of itself and the Lenders, may in its discretion approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any portion thereof, than would otherwise be obtainable if the same were registered and sold in the open market. The Pledgor agrees that (i) in the event the Agent shall so sell the Collateral, or any portion thereof, at Any such private sale or sales, the Agent and the Lenders, shall not by reason thereof be deemed not to have the right to rely upon the advice and opinion of any Person with whom the Lenders deal at arm's length who regularly deals in or evaluates stock of the type constituting the Collateral as to the price obtainable in a commercially reasonable manner upon such a private sale. thereof, and (ii) such reliance shall be conclusive evidence that the Agent and the Lenders handled such matter been made in a commercially reasonable manner. In the case event of any such sale by under the Agent on behalf of the Lenders of the Collateral on credit or for future deliverycircumstances described in this Section 7(b)(ii), the Collateral sold may be retained by the Agent until the selling price is paid by the purchaser, but neither the Agent nor any Lender shall incur liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In the event that the Agent and the Lenders reasonably determine that a private sale is not economically practical, and if in the opinion of the Agent and the Lenders it is necessary any responsibility or advisable to have such securities registered under the provisions of such Act, or any similar law relating to the registration of securities, the Pledgor agrees, at its own expense, to (i) execute and deliver all such instruments and documents, and do or cause to be done such other acts and things, as may be necessary or, in the opinion of the Agent, advisable to register such securities under the provisions of such Act or any applicable similar law relating to the registration of securities, and the Pledgor will use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as the Agent shall request, and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Agent, are necessary or desirable, all in conformity with the requirements of such Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify such securities under state "blue sky" or securities laws, all as reasonably requested by the Agent; and (iii) at the request of the Agent, indemnify and hold harmless the Lenders, the Agent, any underwriters (and any Person controlling any of the foregoing), and their respective employees, officers, agents, attorneys, and accountants (collectively, the "Indemnified Parties") from and against any loss, liability, claim, damage, and expense (including, without limitation, fees of counsel incurred in connection therewith) under such Act or otherwise, insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of any material fact furnished by the Pledgor contained in any registration statement under which such securities were registered under such Act or other securities laws, any preliminary prospectus or final prospectus contained therein, or arise out of or are based upon any omission or alleged omission by the Pledgor to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of any Indemnified Party; provided, however, that the Pledgor shall not be liable in any case to the extent that any such loss, liability, claim, damage, or expense arises out of or is based upon an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to the Pledgor by an Indemnified Party specifically for use in such registration statement or preliminary or final prospectus.