Common use of Private Sale Clause in Contracts

Private Sale. (a) The Collateral Agent shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above, shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent or any holder of the Notes may, in such event, bid for the purchase of such Pledged Collateral, in each case except to the extent limited or prohibited by applicable law.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent i. Netgateway shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent Netgateway arising by reason of the fact that the price at which 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 Netgateway accepts the first offer received and does not offer the Collateral to more than one offeree. (b) ii. The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Netgateway may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Netgateway than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent pursuant to Netgateway shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral Galaxy to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall not be deemed to have been made in a commercially reasonable unreasonable manner solely by reason of such prices or terms and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent Trustee and the other Secured Parties shall not incur any no liability as a result of the salesale of the Pledge Agreement Collateral, lease or other disposition of all or any part of the Collateral thereof, at any private sale pursuant to Section 5.01 5.04 hereof conducted in a commercially reasonable manner. Obligor Each Pledgor hereby waives waives, to the maximum extent permitted by applicable Government Rule, any claims against the Collateral Agent Trustee or any other Secured Party arising by reason of the fact that the price at which the Pledge Agreement Collateral may have been sold at such a commercially reasonable 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 if, to the extent that it is commercially reasonable to do so, the Collateral Agent Trustee accepts the first offer received and does not offer the Pledge Agreement Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may . It shall be compelled, with respect a condition precedent to any sale or transfer of all the Pledge Agreement Collateral that such purchaser or transferee thereof enter into an assumption agreement substantially in the form of the Assumption Agreement unless, at the time of each such transfer, Cheniere or any part of its direct or indirect affiliates, joint ventures, and subsidiaries that are involved in the LNG business have under contract at one or more LNG facilities it retains, the right and obligation to process and receive a tariff for processing at least one billion cubic feet of gas per day, for a period of at least five years following such transfer of assets. To the extent any purchaser or transferee is required to enter into any such assumption agreement, it shall be assigned the benefits of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public saleCrest Cheniere Indemnity.

Private Sale. (a) The Collateral Agent Trustee and the Noteholders shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent Trustee or any Noteholder arising by reason of the fact that the price at which 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 Trustee accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Trustee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Trustee shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Company hereby waives any claims against the Collateral Agent Trustee arising by reason of the fact that the price at which 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 Trustee accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Trustee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933) or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not Secured Party will incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. Obligor The Debtor hereby waives any claims against the Collateral Agent Secured Party arising by reason of the fact that the price at which 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 Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Debtor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms that might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Charlotte, North Carolina (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at Pledgee may be unable to effect (or to do so only after delay which would adversely affect the Collateral value that might be realized from the Collateral) or may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralInventory or the Equity Interests constituting the Collateral and that the Pledgee may, therefore, determine to limit make one or more private sales of any such collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the Collateral such securities for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Pledgee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral such securities for the period of time necessary to permit the respective issuer of such Collateral securities to register it such securities for public sale under the Securities Act of 1933, as amended. The Pledgor further acknowledges and agrees that any offer to sell such securities which has been made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and the Pledgee may, in such event, bid for the purchase of such securities.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect unable or deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges and agrees that any such private sales sale may be at prices and on other terms less favorable to than the Collateral Agent than those obtainable through prices and other terms that might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public salesale under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933) or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (ai) The Collateral Agent Lender shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 5(d) conducted in a commercially reasonable manner. Obligor Without limiting the foregoing, Assignor hereby waives any claims against the Collateral Agent Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private Execution Form 4 Assignment of Share and VLPAs /Coronus Solar Inc. 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 Lender accepts the first offer received and does not offer the Collateral to more than one offeree. (bii) Obligor Assignor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Assignor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale conducted in accordance with this Assignment shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor acknowledges that Each Pledgor hereby waives any such private sales may be at prices and on terms less favorable to claims against the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree arising by reason that any such private sale shall be deemed to not have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”). Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Guarantor Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. Obligor Each Guarantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which the Guarantor 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 Second Lien Guaranteed Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Guarantor Collateral to more than one offeree. (b) Obligor Each Guarantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Guarantor Collateral, to limit purchasers to those who will agree, among other things, to acquire the Guarantor Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Each Guarantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Guarantor Collateral for the period of time necessary to permit the respective issuer of such Guarantor Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Siena shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The ------------ Obligor hereby waives any claims against the Collateral Agent Siena arising by reason of the fact that the price at which 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 Siena accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Siena may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Siena than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Siena shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralBond Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Bond Collateral to a purchaser or restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Bond Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in sell such Bond Collateral at public sales and no obligation sale notwithstanding the fact that a registration for public sale has been obtained pursuant to subsection (c) hereof or to delay the any such sale of any Collateral for the period of time necessary to permit the respective issuer Pledgor to obtain such registration. The Pledgor further acknowledges and agrees that any offer to sell such Bond Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Chicago, Illinois (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and the Collateral Agent may, in such event, bid for the purchase of such Collateral to register it for public saleBond Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent or any holder of Secured Obligations may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent Holder shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent Holder arising by reason of the fact that the price at which 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 Holder accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Holder may be compelled, with respect to any sale of 22 all or any part of the Collateral, to limit purchasers the Holder to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Holder than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Holder shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such securities to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the Collateral such securities for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the 8 138 Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral such securities for the period of time necessary to permit the respective issuer of such Collateral securities to register it such securities for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Chicago, Illinois (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such securities.

Private Sale. (a) The Collateral Agent Neither the Company nor any of its assigns shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent Company or its assigns arising by reason of the fact that the price at which 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 Company accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended, and applicable state securities laws, the Collateral Agent Company or its assigns may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Company or its assigns than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Company or its assigns shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral Company to register it for public sale.

Private Sale. (a) The Collateral Agent Lenders shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor Borrower hereby waives any claims against the Collateral Agent Lenders arising by reason of the fact that the price at which 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 accepts Lenders accept the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Lenders and Lenders' Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Borrower acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lenders than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Lenders and Lenders' Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Purchaser shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 5 conducted in a commercially reasonable manner. Obligor Seller hereby waives any claims against the Collateral Agent Purchaser arising by reason of the fact that the price at which 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 Purchaser accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor . Seller recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended, and other applicable state securities laws, the Collateral Agent Purchaser may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Seller acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Purchaser than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Purchaser shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent and the Banks shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Collateral Agent or any Bank arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Lender shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. Obligor The Borrower hereby waives any claims against the Collateral Agent Lender arising by reason of the fact that the price at which 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 23 Obligations, even if the Collateral Agent Lender accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Borrower acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Secured Party shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 4.1 conducted in a commercially reasonable manner. Obligor The Company hereby waives any claims against the Collateral Agent Secured Party arising by reason of the fact that the price at which 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 Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for a public sale.

Private Sale. (a) The Collateral Agent Lender shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Grantor hereby waives any claims against the Collateral Agent Lender arising by reason of the fact that the price at which 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 Credit Obligations, even if the Collateral Agent Lender accepts the first offer received and does not offer the Collateral to more than one offeree. The Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale. (b) Obligor The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Grantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (ai) The Collateral Agent Lender shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 5(d) conducted in a commercially reasonable manner. Obligor Without limiting the foregoing, Assignor hereby waives any claims against the Collateral Agent Lender arising by reason of the fact that the price at which 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 Lender accepts the first offer received and does not offer the Collateral to more than one offeree. (bii) Obligor Assignor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Assignor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale conducted in accordance with this Assignment shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above, shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral, in each case except to the extent limited or prohibited by applicable law.

Private Sale. (a) The Collateral Agent and the Noteholders shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent or any Noteholder arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent and the other Secured Parties shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.1 conducted in a commercially reasonable manner. Obligor Each Grantor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect compelled to any sale limit purchasers of all or any part of the Collateral, to limit purchasers Collateral to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such those restrictions, and, notwithstanding such those circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral Grantor to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence and during the continuance of an Event of Default, the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which the Collateral Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer Company to register such Pledged Collateral for public sale under the Securities Act of 1933. The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Agent may, in such event, bid for the purchase of such Collateral to register it for public salePledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor acknowledges that Each Pledgor hereby waives any such private sales may be at prices and on terms less favorable to claims against the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree arising by reason that any such private sale shall be deemed to not have been made in a commercially reasonable manner solely as a result of the fact that such sale was conducted privately, as opposed to publicly, and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent Secured Party shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 4.01 conducted in a commercially reasonable manner. Obligor The Company hereby waives any claims against the Collateral Agent Secured Party arising by reason of the fact that the price at which 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 Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 7.01 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent No Lender Party shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent arising any Lender Party that may arise by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities lawslaws and in the FCC Regulations, the Collateral Administrative Agent may be compelled, with respect compelled to any sale limit purchasers of all or any part of the Collateral, to limit purchasers Collateral to those who will agree, among other things, to acquire the that Collateral for their own account, for investment and not with a view to distribution or resaleresale or to those to whom the FCC has granted or will grant approval. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Administrative Agent than those obtainable through a public sale without such those restrictions, and, notwithstanding such those circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such that Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Secured Party shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 4.1 conducted in a commercially reasonable manner. Obligor The Company hereby waives any claims against the Collateral Agent Secured Party arising by reason of the fact that the price at which 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 Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Buyer shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 5 conducted in a commercially reasonable manner. Obligor The Selling Stockholders hereby waives waive any claims against the Collateral Agent Buyer arising by reason of the fact that the price at which 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 Buyer accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes offered. The Selling Stockholders recognize that, by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended, and other applicable state securities Shares laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers Buyers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges The Selling Stockholders acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Agent Buyer than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Buyer shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Trustee shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent Trustee arising by reason of the fact that the price at which 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 Trustee accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Trustee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act . Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act ), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act , and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. The Borrower recognizes that the Holder may be unable to effect a public sale of the Collateral by reason of the lack of a ready market for the Collateral and that the Holder may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. Any such sale of all or a portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale where the Holder or any other person or entity may be the purchaser of all or part of the Collateral so sold. The Borrower agrees that to the extent notice of sale shall be required by law, at least ten (a10) Business Days prior notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Subject to the foregoing, the Holder agrees that any sale of any of the Collateral shall be made in a commercially reasonable manner. The Collateral Agent Holder shall not incur any liability as a result of the salesale of any of the Collateral, lease or other disposition of all or any part of the Collateral thereof, at any private sale pursuant to which complies with the requirements of this Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree5. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Neither the Collateral Agent nor any Secured Party shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Pledgor hereby waives any claims against the Collateral Agent arising or any Secured Party that may arise by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect required to any sale limit purchasers of all or any part of the Collateral, to limit purchasers Collateral to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such those restrictions, and, notwithstanding such those circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral Pledgor to register it for public sale.

Private Sale. (aUpon the occurrence of an Event of Default and during the continuation thereof, subject to Sections 9(f) The Collateral Agent shall not incur any liability as a result of and 9(g), the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect unable or deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges and agrees that any such private sales sale may be at prices and on other terms less favorable to than the Collateral Agent than those obtainable through prices and other terms that might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public salesale under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws. Each Pledgor further acknowledges and agrees that, to the extent notice of sale shall be required by Law, at least ten days’ prior notice to such Pledgor of the time and place or any public sale or the time after which any private sale is to be made shall constitute reasonable notification, notwithstanding that such sale may not constitute a “public offering” under the Securities Act. The Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent and the Participating Holders shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Pledgor hereby waives any claims against the Collateral Agent or a Participating Holder arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Pledgor than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such the Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any no liability as a result of the salesale of the Collateral, lease or other disposition of all or any part of the Collateral thereof, at any private sale pursuant to Section 5.01 7.07 conducted in a commercially reasonable manner. Obligor The Grantors hereby waives waive, to the maximum extent permitted under Applicable Law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale sale, if conducted in a commercially reasonable manner, was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 1933, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Equity Interests, to limit purchasers to those who will agree, among other things, to acquire the Collateral Pledged Equity Interests for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree and agrees that any such private sale sales shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral Pledged Equity Interests for the period of time necessary to permit the respective issuer of such Collateral thereof to register it for public sale.

Private Sale. (a) The Collateral Neither the Administrative Agent nor any other Secured Party shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.2 conducted in a commercially reasonable manner. Obligor The Guarantor hereby waives any claims against the Collateral Administrative Agent arising and each other Secured Party that may arise by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Guarantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities lawslaws and in the FCC Regulations, the Collateral Administrative Agent may be compelled, with respect compelled to any sale limit purchasers of all or any part of the Collateral, to limit purchasers Collateral to those who will agree, among other things, to acquire the that Collateral for their own account, for investment and not with a view to distribution or resaleresale or to those to whom the FCC has granted or will grant approval. Obligor The Guarantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Administrative Agent than those obtainable through a public sale without such those restrictions, and, notwithstanding such those circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral Borrower to register it for public sale.

Private Sale. (a) The Collateral Security Agent shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 4.1 conducted in a commercially reasonable manner. Obligor The Company hereby waives any claims against the Collateral Security Agent and the Holders arising by reason of the fact that the price at which 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 Security Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Security Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Security Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Security Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for a public sale.

Private Sale. Lender is authorized, in connection with any such sale, if it deems it advisable so to do, (a1) The Collateral Agent shall not incur to restrict the prospective bidders on or purchasers of any liability as a result of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral, (2) to cause to be placed on any security included in the Collateral a legend to the effect that such security has not been registered under the Securities Act and may not be disposed of in violation of the provisions of said Act, and (3) to impose such other limitations or conditions in connection with any such sale as Lender deems necessary or advisable in order to comply with said Act or any other law. At the request of Lender, Borrower agrees that it will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Borrower acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, lease Lender shall incur no responsibility or other disposition of liability for selling all or any part of the Collateral at any private a price that Lender may in good faith deem reasonable under xxx xxxxxmstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as noted above or if more than a single purchaser were approached. Borrower agrees that sales made pursuant to Section 5.01 conducted this paragraph are made in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding the foregoing, agrees that such circumstances, agree that any such private sale shall not be deemed to have been made in a be not commercially reasonable manner solely because it was conducted as a private sale and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent Holder shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent Holder arising by reason of the fact that the price at which 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 Holder accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Holder may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers the Holder to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Holder than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Holder shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Pledgee shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Artemis Pledge Agreement Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Pledgor hereby waives any claims against the Collateral Agent Pledgee arising by reason of the fact that the price at which 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 Pledgee accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Pledgee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Pledgee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Pledgee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such the Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Company hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor The Company acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree.. PLEDGE AND SECURITY AGREEMENT (XXXXX) (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Lender shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable mannermanner and in accordance with Applicable Law. Obligor Borrower hereby waives any claims against the Collateral Agent Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale conducted in a manner consistent with applicable law was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Borrower’s Obligations, even if the Collateral Agent Lender accepts the first offer received and does not offer the Collateral to more than one offereeofferee solely as such private sale was conducted in a commercially reasonable manner and in accordance with Applicable Law. (b) Obligor Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor Borrower acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Trustee shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 7.01 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Collateral Agent Trustee arising by reason of the fact that the price at which 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 Trustee accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Agent Trustee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Charlotte, North Carolina or New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgor recognizes that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent No Lender Party shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Collateral Agent arising any Lender Party that may arise by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities lawslaws and in the FCC Regulations, the Collateral Administrative Agent may be compelled, with respect compelled to any sale limit purchasers of all or any part of the Collateral, to limit purchasers Collateral to those who will agree, among other things, to acquire the that Collateral for their own account, for investment and not with a view to distribution or resaleresale or to those to whom the FCC has granted or will grant approval. Obligor acknowledges The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Administrative Agent than those obtainable through a public sale without such those restrictions, and, notwithstanding such those circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such that Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Pledgee shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor The Pledgor hereby waives any claims against the Collateral Agent Pledgee arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been AIF II Pledge Agreement obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent Pledgee accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Pledgee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges The Pledgor acknow ledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Pledgee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Pledgee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer Issuer of such the Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Lender shall not incur any no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable mannermanner and in accordance with Applicable Law. Obligor hereby waives any claims against the Collateral Agent Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale conducted in a manner consistent with applicable law was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Borrower’s Obligations, even if the Collateral Agent Lender 12 PLEDGE AGREEMENT accepts the first offer received and does not offer the Collateral to more than one offereeofferee so long as such sale was conducted in a commercially reasonable manner and in accordance with Applicable Law. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sale. (a) The Collateral Agent Secured Party shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 6.01 conducted in a commercially reasonable manner. The Obligor hereby waives any claims against the Collateral Agent arising Secured Party that may arise by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. (b) The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect compelled to any sale limit purchasers of all or any part of the Collateral, to limit purchasers Collateral to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent Secured Party than those obtainable through a public sale without such those restrictions, and, notwithstanding such those circumstances, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral Issuer to register it for public sale.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence and during the continuation of an Event of Default, the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms that might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which the Collateral Administrative Agent may have been sold at such a private sale was less than the price which might have been obtained at deem it impracticable to effect a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral and that the Administrative Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms which might have been obtained at a public sale without such restrictions, and, notwithstanding the foregoing, agrees that such circumstances, agree that any such private sale shall not be deemed to have been made in a be not commercially reasonable manner solely because it was conducted as a private sale and that the Collateral Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged Collateral to register it such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. (a) The Collateral Agent shall not incur any liability as a result Upon the occurrence of an Event of Default and during the salecontinuation thereof, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Obligor hereby waives any claims against the Collateral Agent arising by reason of the fact Pledgors recognize that the price at which 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 accepts the first offer received and does not offer the Collateral to more than one offeree. (b) Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Agent may be compelled, with respect deem it impracticable to any effect a public sale of all or any part of the CollateralPledged Shares or any of the securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to limit make one or more private sales of any such Pledged Collateral to a restricted group of purchasers to those who will be obligated to agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resaleresale thereof. Obligor Each Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the Collateral Agent seller than those obtainable through the prices and other terms that might have been obtained at a public sale without such restrictions, and, notwithstanding such circumstancesthe foregoing, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any such Pledged Collateral for the period of time necessary to permit the respective issuer of such Pledged CHAR1\887016v3 Collateral to register it such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.