SECURITIES LAWS BUT
MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES THEREOF TO A RESTRICTED
GROUP OF PURCHASERS WHO WILL BE OBLIGED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE
SUCH COLLATERAL TO BE SOLD FOR THEIR OWN ACCOUNT FOR INVESTMENT AND NOT WITH A
VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
EACH OBLIGOR 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, TO
THE EXTENT PERMITTED BY LAW, BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY
REASONABLE MANNER.
UNLESS REQUIRED BY A LEGAL REQUIREMENT, THE AGENT SHALL NOT
BE UNDER ANY OBLIGATION TO DELAY A SALE OF ANY OF SUCH COLLATERAL TO BE SOLD FOR
THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER OF SUCH SECURITIES TO REGISTER
SUCH SECURITIES UNDER THE LAWS OF ANY JURISDICTION OUTSIDE THE UNITED STATES OR
UNDER ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS, EVEN IF SUCH ISSUER WOULD
AGREE TO DO SO.
EACH OBLIGOR FURTHER AGREES TO DO OR CAUSE TO BE DONE, TO THE
EXTENT THAT SUCH OBLIGOR MAY DO SO UNDER LEGAL REQUIREMENTS, ALL SUCH OTHER ACTS
AND THINGS AS MAY BE NECESSARY TO
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MAKE SUCH SALES OR RESALES OF ANY PORTION OR ALL OF SUCH COLLATERAL OR OTHER
PROPERTY TO BE SOLD VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL LEGAL
REQUIREMENTS AT THE OBLIGORS' EXPENSE.
EACH OBLIGOR FURTHER AGREES THAT A
BREACH OF ANY OF THE COVENANTS CONTAINED IN THIS SECTION 11.2(B) WILL CAUSE
IRREPARABLE INJURY TO THE AGENT AND THE LENDERS FOR WHICH THERE IS NO ADEQUATE
REMEDY AT LAW AND, AS A CONSEQUENCE, AGREES THAT EACH COVENANT CONTAINED IN THIS
SECTION 11.2(B) SHALL BE SPECIFICALLY ENFORCEABLE AGAINST SUCH OBLIGOR, AND EACH
OBLIGOR HEREBY WAIVES AND AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, NOT TO
ASSERT AS A DEFENSE AGAINST AN ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS
THAT (I) SUCH OBLIGOR'S FAILURE TO PERFORM SUCH COVENANTS WILL NOT CAUSE
IRREPARABLE INJURY TO THE AGENT AND THE LENDERS OR (II) THE AGENT OR THE LENDERS
HAVE AN ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACH.
EACH OBLIGOR FURTHER
ACKNOWLEDGES THE IMPOSSIBILITY OF ASCERTAINING THE AMOUNT OF DAMAGES WHICH WOULD
BE SUFFERED BY THE AGENT AND THE LENDERS BY REASON OF A BREACH OF ANY OF THE
COVENANTS CONTAINED IN THIS SECTION 11.2(B) AND, CONSEQUENTLY, AGREES THAT, IF
SUCH OBLIGOR SHALL BREACH ANY OF SUCH COVENANTS AND THE AGENT OR THE LENDERS
SHALL SUE FOR DAMAGES FOR SUCH BREACH, SUCH OBLIGOR SHALL PAY TO THE AGENT, FOR
THE BENEFIT OF THE AGENT AND THE LENDERS, AS LIQUIDATED DAMAGES AND NOT AS A
PENALTY, AN AGGREGATE AMOUNT EQUAL TO THE VALUE OF THE COLLATERAL OR OTHER
PROPERTY TO BE SOLD ON THE DATE THE AGENT SHALL DEMAND COMPLIANCE WITH THIS
SECTION 11.2(B).
(C)
IF AN EVENT OF DEFAULT HAS OCCURRED