Common use of Sales of Collateral Clause in Contracts

Sales of Collateral. (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that selling collateral in a private sale as opposed to a public sale shall not be deemed to make such sale commercially unreasonable. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to promptly 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 5.07 valid and binding and in compliance with any and all other applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.07 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the 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 5.07 shall be specifically enforceable against each Grantor, and each Grantor hereby waives, to the extent permitted by law, and agrees not to assert any defenses against an action for specific performance of such covenants. Each Grantor hereby waives any requirement to post a bond in connection with any legal proceeding brought by any Secured Party for or involving the right of specific performance or other injunctive relief. Each Grantor further agrees to provide the Collateral Agent with such information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of the Pledged Stock. The Collateral Agent is authorized, in connection with any sale of the Pledged Stock, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock, any registration statement or prospectus, and all supplements and amendments thereto and any other information in its possession relating to such Pledged Stock. (c) Neither the Collateral Agent nor the Secured Parties shall incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each Grantor hereby waives, to the fullest extent permitted by applicable Laws, any claims against the Collateral Agent and the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent or the Secured Parties accept the first offer received and do not offer any Collateral to more than one offeree.

Sales of Collateral. (a) Each Grantor recognizes that the Collateral Agent Secured Party may be unable to effect a public sale of any or all the Pledged StockEquity Interests, 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. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that selling collateral in a any such private sale as opposed to a public sale shall not be deemed to make such sale have been made in a commercially unreasonablereasonable manner. The Collateral Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Equity Interests for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to promptly 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 Equity Interests pursuant to this Section 5.07 5.3 valid and binding and in compliance with any and all other applicable Lawslaws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.07 5.3 will cause irreparable injury to the Collateral Agent and the Secured PartiesParty, that the Collateral Agent and the Secured Parties Party have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.07 5.3 shall be specifically enforceable against each such Grantor, and each Grantor hereby waives, to the extent permitted by law, waives and agrees not to assert any defenses against an action for specific performance of such covenants. Each Grantor hereby waives any requirement to post covenants except for a bond in connection with any legal proceeding brought by any Secured Party for or involving the right defense that no Event of specific performance or other injunctive relief. Each Grantor further agrees to provide the Collateral Agent with such information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of the Pledged Stock. The Collateral Agent is authorized, in connection with any sale of the Pledged Stock, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock, any registration statement or prospectus, and all supplements and amendments thereto and any other information in its possession relating to such Pledged StockDefault has occurred. (c) Neither the Collateral Agent nor the Secured Parties shall incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each Grantor hereby waives, to the fullest extent permitted by applicable Laws, any claims against the Collateral Agent and the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent or the Secured Parties accept the first offer received and do not offer any Collateral to more than one offeree.

Sales of Collateral. (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that selling collateral in a private sale as opposed to a public sale shall not be deemed to make such sale commercially unreasonable. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to promptly 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 5.07 valid and binding and in compliance with any and all other applicable LawsLaws (including the Bankruptcy Code). Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.07 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the 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 5.07 shall be specifically enforceable against each Grantor, and each Grantor hereby waives, to the extent permitted by law, and agrees not to assert any defenses against an action for specific performance of such covenants. Each Grantor hereby waives any requirement to post a bond in connection with any legal proceeding brought by any Secured Party for or involving the right of specific performance or other injunctive relief. Each Grantor further agrees to provide the Collateral Agent with such information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of the Pledged Stock. The Collateral Agent is authorized, in connection with any sale of the Pledged Stock, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock, any registration statement or prospectus, and all supplements and amendments thereto and any other information in its possession relating to such Pledged Stock. (c) Neither the Collateral Agent nor the Secured Parties shall incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each Grantor hereby waives, to the fullest extent permitted by applicable LawsLaws (including the Bankruptcy Code), any claims against the Collateral Agent and the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent or the Secured Parties accept the first offer received and do not offer any Collateral to more than one offeree.

Sales of Collateral. Whenever the Secured Parties are entitled to sell Collateral: (a) Each Grantor Debtor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stockthat, by reason of certain prohibitions contained in the Securities Act of 1933, as from time to time amended (or any similar stature then in effect) (the "Securities Act") and applicable state -------------- securities laws laws, the Secured Parties may, at their option, elect not to require each Debtor to register all or otherwise, any part of the Collateral and may therefore be compelled compelled, with respect to resort any sale of all or any part of the Collateral, to one or more private sales thereof limit purchasers to a restricted group of purchasers which those who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment investment, and not with a view to the distribution or resale thereof. Each Grantor Debtor 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 without such circumstances, agrees that selling collateral in a private sale as opposed to a public sale shall not be deemed to make such sale commercially unreasonablerestrictions. The Collateral Agent Secured Parties shall be under no obligation to delay a the sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer thereof each Debtor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer each Debtor would agree to do so. (b) Each Grantor agrees to use its best efforts to promptly 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 5.07 valid and binding and in compliance with any and all other applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.07 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and If the Secured Parties have no adequate remedy at law determine to exercise its right to sell any or all of the Collateral, upon written request, each Debtor shall, and shall cause each Subsidiary to, from time to time, furnish to Administrative Agent all such information as it may reasonably request in respect order to determine the number of such breach andshares and other instruments included in the Collateral which may be sold by Administrative Agent as exempt transactions under the Securities Act and rules of the SEC thereunder, as a consequence, that each and every covenant contained the same are from time to time in this Section 5.07 shall be specifically enforceable against each Grantor, and each Grantor hereby waives, to the extent permitted by law, and agrees not to assert any defenses against an action for specific performance of such covenants. Each Grantor hereby waives any requirement to post a bond in connection with any legal proceeding brought by any Secured Party for or involving the right of specific performance or other injunctive relief. Each Grantor further agrees to provide the Collateral Agent with such information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of the Pledged Stock. The Collateral Agent is authorized, in connection with any sale of the Pledged Stock, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock, any registration statement or prospectus, and all supplements and amendments thereto and any other information in its possession relating to such Pledged Stockeffect. (c) Neither Each Debtor which is an Subsidiary hereby (i) consents to the pledge to the Secured Parties of a security interest in the Collateral, (ii) except as set forth herein, waives any rights it may have with respect to the sale or other transfer of all or any interests in any Subsidiary, (iii) waives any restrictions on transfer of such interests contained in any Governing Agreement and (iv) consents to the admission of any Person, including without limitation any Secured Party, who purchases all or a portion of the Collateral at any sale thereof whether as a result of a bankruptcy or otherwise and agrees to deliver any writings or notices required to effect such admission. (d) If requested by Administrative Agent, each Debtor shall, ratify and confirm any sale or sales by executing and delivering to Administrative Agent, or to such purchaser or purchasers, all such instruments as may, in the reasonable judgment of Administrative Agent, be advisable for the purpose. (e) The receipt by Administrative Agent nor of the purchase money paid at any sale made by it shall be a sufficient discharge therefor to any purchaser of the Collateral, or any portion thereof, sold as aforesaid; and no such purchaser (or the representatives or assigns of such purchaser), after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or nonapplication of any such purchase money, or any part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. (f) The Secured Parties shall incur any no liability as a result of the sale of any the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each Grantor Debtor hereby waives, to the fullest full extent permitted by applicable Lawslaw, any claims against the Collateral Agent and the Secured Parties arising by reason of the fact that the price at which the Collateral, or any of the Collateral part thereof, may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent or the Secured Parties accept the first offer received which they in good xxxxx xxxxx to be commercially reasonable under the circumstances and do does not offer any the Collateral to more than one offeree.

Sales of Collateral. (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that selling collateral in a private sale as opposed to a public sale shall not be deemed to make such sale other than in a commercially unreasonablereasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to promptly 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 5.07 valid and binding and in compliance with any and all other applicable Applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.07 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the 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 5.07 shall be specifically enforceable against each Grantor, and each Grantor hereby waives, to the extent permitted by law, and agrees not to assert any defenses against an action for specific performance of such covenantscovenants except for a defense that no Default has occurred and is continuing under the Credit Agreement. Each Grantor hereby waives any requirement to post a bond in connection with any legal proceeding brought by any Secured Party for or involving the right of specific performance or other injunctive relief. Each Grantor further agrees to provide the Collateral Agent with such information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of the Pledged Stock. The Collateral Agent is authorized, in connection with any sale of the Pledged Stock, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock, any registration statement or prospectus, and all supplements and amendments thereto and any other information in its possession relating to such Pledged Stock. (c) Neither the Collateral Agent nor the Secured Parties shall incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each Grantor hereby waives, to the fullest extent permitted by applicable Applicable Laws, any claims against the Collateral Agent and the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent or the Secured Parties accept the first offer received and do not offer any Collateral to more than one offeree.