Common use of Private Sale Clause in Contracts

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares for the period of time necessary to permit the issuer of such Pledged Shares to register such Pledged Shares for public sale under the Securities Act or under applicable state securities laws. Each Grantor further acknowledges and agrees that any offer to sell such Pledged Shares 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) 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 Shares.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor acknowledges and agrees Pledgor hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent Lender may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent Lender may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct of 1933, as amended), 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 ActAct of 1933, as amended, and the Collateral Agent Lender may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors The Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not, by reason of being such a private sale, be deemed not to have been made in a commercially reasonable manner and that the Collateral Administrative Agent shall have no obligation to delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 of 1933, as amended (the “Securities Act”)) 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 Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor acknowledges and agrees Pledgor hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or other equity interests constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize The Pledgor recognizes that the Collateral Agent Pledgee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Company Assets or any of the securities Equity Interests constituting Pledged Shares the Collateral and that the Collateral Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Shares collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately 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) 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 ActAct of 1933, as amended, and the Collateral Agent Pledgee may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors The Pledgors recognize that the Collateral Agent may be unable or deem it ------------ impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, to the extent permitted by applicable law, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not be deemed for such reason to have been made in a commercially reasonable unreasonable manner and that the Collateral Administrative Agent shall have no obligation to delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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) 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 Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent Pledgee may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or certificates constituting Pledged Shares Collateral and that the Collateral Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Shares securities or certificates to a restricted 6 group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities or certificates for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities or certificates for the period of time necessary to permit the issuer of such Pledged Shares securities or certificates to register such Pledged Shares securities or certificates for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Agent Pledgee may, in such event, bid for the purchase of such Pledged Sharessecurities or certificates.

Private Sale. Upon the occurrence and during the continuance of an Event of Default and solely during the continuation thereofDefault, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor acknowledges and agrees Pledgor hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereofDefault, the Grantors recognize Pledgor recognizes that the Collateral Agent Purchaser may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent Purchaser may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agreerepresent, among other things, to acquire such Pledged Shares Collateral for their own account, for investment purposes and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 Purchaser may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize The Pledgor recognizes that the Collateral Agent Pledgee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Equity Interests or any of the securities constituting Pledged Shares the Collateral and that the Collateral Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately 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) 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 ActAct of 1933, as amended, and the Collateral Agent Pledgee may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence and during the continuance of an Event of Default and solely during the continuation thereofDefault, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Company to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares CHAR1\887016v3 Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Each Pledgor recognizes that the Collateral Agent Pledgees may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Equity Interests or any of the securities constituting Pledged Shares the Collateral and that the Collateral Agent Pledgees may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Pledgees shall have no obligation to delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately 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) 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 ActAct of 1933, as amended, and the Collateral Agent Pledgees may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the ------------ continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under . The Pledgor hereby waives any claims against the Securities Act. Each Grantor acknowledges and agrees Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner and agrees that the Collateral Agent shall have no obligation to delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or qualify such Pledged Collateral for sale under the applicable state securities lawsLaw as in force from time to time in the relevant province or territory of Canada. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares Collateral that has XXXXXXXXX WORLD INDUSTRIES, INC. AMENDED AND RESTATED CANADIAN PLEDGE AGREEMENT 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 ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCCUCC and the PPSA, as applicable, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Capital Stock and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Capital Stock to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Capital Stock for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Capital Stock for the period of time necessary to permit the issuer of such Pledged Shares Capital Stock to register such Pledged Shares Capital Stock for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that Capital Stock 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCapital Stock.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under . The Pledgor hereby waives any claims against the Securities Act. Each Grantor acknowledges and agrees Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner and agrees that the Collateral Agent shall have no obligation to delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”) or qualify such Pledged Collateral for sale under the applicable state securities lawsLaw as in force from time to time in the relevant province or territory of Canada. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCCUCC and the PPSA, as applicable, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, to the extent permitted by applicable law, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct ), 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 ActAct , and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Canadian Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Canadian Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable favourable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Canadian Administrative Agent shall have no obligation to delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act (Ontario), as now enacted or as the same may from time to time be amended, re-enacted or replaced (the “Securities Act”) or under other applicable state provincial, territorial and federal securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 YorkOttawa, New York Ontario (to the extent that such offer may be advertised without prior registration under the Securities Act) shall be deemed to involve a “public sale” under the UCC), notwithstanding that such sale may not constitute a “public offeringdistribution to the public” under the Securities Act, and the Collateral Canadian Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely ------------- during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Charlotte, North Carolina (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares Capital Stock or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon Subject to necessary approvals from the applicable Gaming Authorities and upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 of 1933, as amended (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 Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which - might have been obtained - at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, subject to Sections 9(f) and 9(g), the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 Yorkthat, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) notice of sale shall be deemed required by Law, at least ten days’ prior notice to involve a “such Pledgor of the time and place or any public sale” under sale or the UCCtime 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, and the Collateral . The Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon Subject to necessary approvals from the applicable Gaming Authorities and upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent or any holder of Secured Obligations may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Bond Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Bond Collateral to a purchaser or restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Bond Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 sell such Bond Collateral at public sale notwithstanding the fact that a registration for public sale has been obtained pursuant to subsection (c) hereof or to delay sale of any such Pledged Shares sale for the period of time necessary to permit the issuer of Pledgor to obtain such Pledged Shares to register such Pledged Shares for public sale under the Securities Act or under applicable state securities lawsregistration. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Pledged SharesBond Collateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Collateral Agent or any Investor may, in such event, bid for the purchase of such Pledged SharesCollateral, in each case except to the extent limited or prohibited by applicable law.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation continuance thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares Shares, Pledged Membership Interests and/or Pledged Partnership Interests or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such the price received in a private sale, in and of itself, shall not constitute grounds that the sale shall be deemed to have been was made in a commercially reasonable manner and unreasonable manner. Furthermore, the Pledgor acknowledges that the Collateral Administrative Agent shall have no obligation to delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Philadelphia, Pennsylvania (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Agent Lenders may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent Lenders may, therefore, determine to make one or more private sales of any such the Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such the Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Lenders shall have no obligation to delay sale of any such the Pledged Shares Collateral for the period of time necessary to permit the issuer of such the Pledged Shares Collateral to register such the Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such the Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent Lenders may, in such event, bid for the purchase of such the Pledged SharesCollateral.

Private Sale. Upon the occurrence and during the continuation of an Event of Default and solely during the continuation thereofDefault, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Domestic Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Domestic Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Domestic Administrative Agent shall have no obligation to delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 of 1933, as amended (the “Securities Act) 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 Domestic Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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) or 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 Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation continuance thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize Pledgor recognizes that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or other equity interests constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 Collateral Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares Equity Interests or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities laws. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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) or 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 Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral.

Private Sale. Upon After the occurrence and during the continuation of an Event of Default and solely during the continuation thereofDefault, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, after the occurrence and during the continuation of an Event of Default, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable for the Collateral Agent to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine direct the Collateral Agent to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent Agents shall have no obligation to delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral either Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors recognize The Pledgor recognizes that the Collateral Agent Pledgees may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of Equity Interests constituting the securities constituting Pledged Shares Collateral and that the Collateral Agent Pledgees may, therefore, determine to make one or more private sales of any such Pledged Shares collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and and, assuming that the Collateral Agent private sale is being made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), that the Pledgees shall have no obligation to delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsAct. Each Grantor The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately 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) 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 Pledgees may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 ActAct 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 ActAct of 1933, and the Collateral Administrative Agent may, in such event, bid for the purchase of such Pledged SharesCollateral, in each case except to the extent limited or prohibited by applicable law.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933, as amended), 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Sharesas amended.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares securities for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares securities for the period of time necessary to permit the issuer of such Pledged Shares securities to register such Pledged Shares securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that 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 (to the extent that such offer may be advertised without prior registration under the Securities ActAct 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 ActAct of 1933, and the Collateral Agent may, in such event, bid for the purchase of such Pledged Sharessecurities.

Private Sale. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Grantors Pledgors recognize that the Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Shares Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and who are “accredited investors” under the Securities Act. Each Grantor acknowledges and agrees Pledgor hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that 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 delay sale of any such Pledged Shares Collateral for the period of time necessary to permit the issuer of such Pledged Shares Collateral to register such Pledged Shares Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended (the “Securities Act”). Each Grantor Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares 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 SharesCollateral.