Common use of Private Sales Clause in Contracts

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Administrative Agent may be effected compelled, at any time after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell conduct any sale of all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and are purchasing for investment only and not for distribution. In so doing, under such circumstances as the Administrative Agent may solicit offers for the Pledged Sharesdeem necessary or advisable in its sole and absolute discretion, or any part thereof, from a limited number of investors who including at prices and on terms that might be interested less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in purchasing a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Pledged Shares. Without limiting the methods or manner of disposition which could be determined Administrative Agent shall have no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking conduct any public sales and brokerage services no obligation to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such issuer would agree Pledged Interests to do somore than one offeree. (b) The Debtors further agree to do or Each Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Administrative Agent and the other Secured Parties, that the Debtors may do so under applicable lawAdministrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgors.

Private Sales. (a) In view of Each Grantor recognizes that the fact that applicable securities laws Administrative Agent may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Stock, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Each Grantor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Administrative Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities Issuer thereof to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer would agree to do so. (b) The Debtors further agree Each Grantor agrees to use its best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales of all or resales of any portion or all of the Collateral Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and all courtsthe Lenders, arbitrators or governmental instrumentalitiesthat the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no Event of Default has occurred under the Debtors’ expenseCredit Agreement.

Private Sales. (a) In view Pledgor recognizes that Lender may be unable to effect a public sale of the fact that applicable securities laws may impose certain restrictions on the method by which a sale any or all of the Pledged Shares may be effected after an Event Securities, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended 1933 (the “Securities Act”), as amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to Lender than if such efforts of sale were a public sale and, notwithstanding such firm shall be deemed to be a commercially reasonable method of disposition of circumstances, agrees that any such Pledged Shares. The Agent private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under any no obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities Issuer or Pledgor to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer or Pledgor would agree to do so. (b) The Debtors After and during the continuation of an Event of Default, Pledgor further agree shall use its reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be reasonably necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Securities pursuant to this Section 10 valid and binding and in compliance with any and all other requirements of applicable laws, regulations, orders, writs, injunctions, decrees or awards law. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 10 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Loan Agreement. (c) Lender shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner in accordance with applicable law, it being agreed that some or all courts, arbitrators of the Collateral is or governmental instrumentalities, domestic may be of one or foreign, having jurisdiction over more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Pledgor hereby waives any claims against Lender arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or saleswas less than the aggregate amount of the Debt, all at even if Lender accepts the Debtors’ expensefirst offer received and does not offer any Collateral to more than one offeree, provided that Lender has acted in a commercially reasonable manner in conducting such private sale in accordance with applicable law.

Private Sales. (a) In view Each Pledgor recognizes that, by reason of certain prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Defaultas in effect from time to time, the Agent may from time be compelled, with respect to time attempt to sell any sale of all or any part of the Pledged Shares by a private sale in Equity Interests conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more persons who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant agree, among other things, to acquire such Equity Interests for their own account, for investment and not with a view to the Securities Act of 1933, distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for deem necessary or advisable in its sole and absolute discretion, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Pledged SharesSecurities Act), or any part thereofand, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonablenotwithstanding such circumstances, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Equity Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Agent or any other Secured Party arising by reason of the fact that the price at which any Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Agent accepts the first offer received and does not offer such issuer would agree Equity Interests to do somore than one offeree. (b) The Debtors further agree to do or Each Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Agent and the other Secured Parties, that the Debtors may do so under applicable lawAgent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgors.

Private Sales. (a) In view Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale or other disposition of the fact that Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. Each Pledgor agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Administrative Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer Issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such issuer the Issuer would agree to do so. . Any such sale of all or a portion of the Securities Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale where the Administrative Agent or any other person or entity may be the purchaser of all or part of the Securities Collateral so sold. Subject to the foregoing, the Administrative Agent agrees that any sale of the Securities shall be made in a commercially reasonable manner, and each Pledgor agrees to use its best efforts to cause the Issuer or Issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors (bor other analogous persons) The Debtors further agree and officers of such Issuer to execute and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent, advisable to exempt such Securities from registration under the provisions of the Securities Act (or the foreign law equivalent thereof), and to make all amendments to such sales instruments and documents which, in the opinion of the Administrative Agent, are necessary or resales advisable, all in conformity with the requirements of the Securities Act (or the foreign law equivalent thereof) and the rules and regulations of the Securities and Exchange Commission (or the foreign law equivalent thereof) applicable thereto. Each Pledgor further agrees to use its best efforts to cause such Issuer or Issuers to comply with the provisions of the securities or “Blue Sky” laws of any portion jurisdiction which the Administrative Agent shall designate and, if required, to cause such Issuer or all Issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees Securities Act (or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseforeign law equivalent thereof).

Private Sales. If an Event of Default shall have occurred and be continuing: (a) In view of the fact Property Owner and Pledgor recognize that applicable securities laws Mezzanine Lender may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Interests, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Property Owner and Pledgor acknowledge and agree that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to Mezzanine Lender than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Mezzanine Lender shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Property Owner to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer Property Owner would agree to do so. (b) The Debtors If an Event of Default shall have occurred and be continuing, Pledgor further agree agrees to use reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary reasonably requested to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this paragraph 8 valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards requirements of law. Pledgor further agrees that a breach of any of the covenants contained in this paragraph 8 will cause irreparable injury to Mezzanine Lender, that Mezzanine Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this paragraph 8 shall be specifically enforceable against Pledgor, arbitrators or governmental instrumentalitiesand to the maximum extent permitted by applicable law, domestic or foreign, having jurisdiction over Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no default has occurred under the Debtors’ expenseMezzanine Loan Agreement.

Private Sales. If an Event of Default shall have occurred and be continuing: (a) In view of the fact Company and Pledgor recognize that applicable securities laws Mezzanine Lender may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Interests, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Company and Pledgor acknowledge and agree that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to Mezzanine Lender than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Mezzanine Lender shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Company to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer Company would agree to do so. (b) The Debtors If an Event of Default shall have occurred and be continuing, Pledgor further agree agrees to use reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary reasonably requested to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this paragraph 8 valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards requirements of law. Pledgor further agrees that a breach of any of the covenants contained in this paragraph 8 will cause irreparable injury to Mezzanine Lender, that Mezzanine Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this paragraph 8 shall be specifically enforceable against Pledgor, arbitrators or governmental instrumentalitiesand to the maximum extent permitted by applicable law, domestic or foreign, having jurisdiction over Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no default has occurred under the Debtors’ expenseMezzanine Loan Agreement.

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Agent may impose certain restrictions on the method by which be ------------- unable to effect a public sale of the Pledged Shares Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. The Pledgor agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and the Pledgor agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may reasonably be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Agent, are reasonably necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any portion jurisdiction which the Agent shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Lender may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares Interests, by reason of certain prohibitions under applicable federal and state law or otherwise, and may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Defaultpurchasers which will be obliged to agree, Debtors agree among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a such private sale may result in the nature of prices and other terms less favorable than if such sale were a private placementpublic sale and, restricting the bidders and prospective purchasers to those who will represent and agree notwithstanding such circumstances, agrees that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Lender shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Borrower to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer the Borrower would agree to do so. (b) The Debtors Pledgor further agree agrees to use its best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this Section valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees requirements of federal or awards state law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Lender, that the Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 9 shall be specifically enforceable against the Pledgor, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at the Debtors’ expensecovenants.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent Secured Party may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent Secured Party may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent Secured Party hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the AgentSecured Party’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Secured Party shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Administrative Agent may be effected compelled, at any time after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell conduct any sale of all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree Interests that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to constitute Collateral without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and are purchasing for investment only and not for distribution. In so doing, under such circumstances as the Administrative Agent may solicit offers for the Pledged Sharesdeem necessary or advisable in its sole and absolute discretion, or any part thereof, from a limited number of investors who including at prices and on terms that might be interested less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in purchasing a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Pledged Shares. Without limiting the methods or manner of disposition which could be determined Administrative Agent shall have no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking conduct any public sales and brokerage services no obligation to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Interests that constitute Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests that constitute Collateral, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such issuer would agree Pledged Interests to do somore than one offeree. (b) The Debtors further agree to do or Each Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Administrative Agent and the other Secured Parties, that the Debtors may do so under applicable lawAdministrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgors.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, the Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of The Company recognizes that the fact that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of the Pledged Shares Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. The Company agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Agent, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any portion jurisdiction which the Agent shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a1) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, the Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b2) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view The Pledgor recognizes that the Lender may be unable to effect a public sale or other disposition of the fact that Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. The Pledgor agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Pledgor shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Lender agrees that any sale of the Stock shall be made in a commercially reasonable manner and the Pledgor agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Lender, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Lender, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any portion jurisdiction which the Lender shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view Each of the fact Pledgor and the Holder recognizes that applicable securities laws the Collateral Agent, for the benefit of the Secured Parties, may impose certain restrictions on the method by which be unable to effect a public sale of any or all of the Pledged Shares may be effected after an Event Securities, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale Each of the Pledged SharesPledgor and the Holder acknowledges and agrees that any private sale may result in prices and other terms less favorable to the Pledgor and the Holder than if such sale were a public sale and, then the Agent’s acceptance of the highest offer (including its own offernotwithstanding such circumstances, or the offer of any of the Lenders at agrees that any such sale) obtained through such efforts of such firm private sale shall not be deemed to be have been made in a commercially reasonable method unreasonable manner solely by virtue of disposition of such Pledged Sharesbeing a private sale. The Neither the Holder nor the Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities Pledged Entity or Pledgor to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Pledged Entity or Pledgor would agree to do so. (b) The Debtors Collateral Agent, at the direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, shall have the right to conduct any foreclosure sale of any part of the Collateral. If an Event of Default shall have occurred and be continuing, the Holder may, in its sole and absolute discretion but only to the extent permitted by applicable law, direct the Collateral Agent in writing to retain and acquire for the Holder and/or its designees or nominees, the Collateral by instructing the Pledgor and/or the Pledged Entity to register on its ledgers and books the Collateral Agent’s acquisition of the Collateral and each certificate which embodies the Pledged Securities, subject to any rights of the Pledgor to object in accordance with the Uniform Commercial Code, if the Pledgor has not renounced or waived such rights in accordance with the Uniform Commercial Code. In connection therewith, the Collateral Agent, at the written direction of the Holder, shall have the right to complete any Unit Power in its favor. (c) The Pledgor further agree shall use its commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be reasonably necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Securities pursuant to this Section 7.1 valid and binding and in compliance with any and all other requirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 7.1 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.1 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Note. (d) The Collateral Agent and the Holder shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each of the Pledgor and the Holder hereby waives any claims against the Collateral Agent and the Holder arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Debt, even if the Collateral Agent, for the benefit of the Secured Parties, accepts the first offer received and does not offer any Collateral to more than one offeree. (e) The Pledgor acknowledges that Securities and Exchange Commission staff personnel have issued various No-Action Letters describing procedures which, in the view of the Securities and Exchange Commission staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Uniform Commercial Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Uniform Commercial Code permits the Pledgor to agree on the standards for determining whether the Collateral Agent, for the benefit of the Secured Parties, has complied with its obligations under Article 9 of the Uniform Commercial Code. Pursuant to the Uniform Commercial Code, the Pledgor specifically agrees (x) that it shall not raise any objection to the Collateral Agent’s or the Holder’s purchase of the Pledged Securities (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters (i) shall be considered to be a “public” sale for purposes of the Uniform Commercial Code; (ii) will be considered commercially reasonable notwithstanding that the Collateral Agent has not registered or sought to register the Pledged Securities under the applicable securities laws, regulationseven if the Pledgor or any Pledged Entity agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Collateral Agent or the Holder purchases the Pledged Securities at such a sale. (f) Each of the Pledgor and the Holder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Securities sold by the Collateral Agent pursuant to the terms of this Agreement. (g) To the extent that provisions of the Uniform Commercial Code or other applicable law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, orders, writs, injunctions, decrees or awards it is hereby agreed by all the parties hereto that it is commercially reasonable for the Collateral Agent to do any of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.following:

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Secured Party may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Collateral, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)) and applicable state securities laws or otherwise, and are purchasing may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agree that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Secured Party shall not be under any no obligation to delay a sale of any of the Pledged Shares Collateral for the period of time necessary to permit the an issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer would agree to do so. (b) All moneys received by the Secured Party hereunder whether upon sale of the Pledged Collateral or any part thereof or otherwise shall be held by the Secured Party and applied by it as provided in Section 8 hereof. No failure or delay on the part of the Secured Party in exercising any rights hereunder shall operate as a waiver of any such rights nor shall any single or partial exercise of any such rights preclude any other or future exercise thereof or the exercise of any other rights hereunder. The Debtors further agree to do or cause to be done, Secured Party shall have no duty as to the extent that collection or protection of the Debtors may do so under applicable law, all such other reasonable acts and things Pledged Collateral or any income thereon nor any duty as may be necessary to make such sales or resales preservation of any portion rights pertaining thereto, except to apply the funds in accordance with the requirements of Section 8 hereof. The Secured Party may exercise its rights with respect to property held hereunder without resort to other security for or sources of reimbursement for the Obligations. In addition to the foregoing, the Secured Party shall have all of the Collateral valid rights, remedies and binding and privileges of a secured party under the Uniform Commercial Code, regardless of the jurisdiction in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensewhich enforcement hereof is sought.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent Lenders may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent Lenders may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires Lenders hire a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s Lenders’ acceptance of the highest offer (including its their own offer, or the offer of any of the Lenders at any such saleoffers) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Lenders shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense. (c) Without limiting the generality of Section 6.1, the Debtors acknowledge that when disposing of any Investment Property, in the Province of Ontario, the Lenders may be unable to effect a public sale of any or all of the Investment Property, or to sell any or all of the Investment Property as a control block sale at more than a stated premium to the “market price” of any shares, stock, instruments, warrants, bonds, debenture stock and other Investment Property forming part of the Investment Property, by reason of certain prohibitions contained in the Securities Act (Ontario) and applicable laws of other jurisdictions, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Investment Property as principal and to comply with other resale restrictions provided for in the Securities Act (Ontario) and other applicable laws. The Debtors acknowledge and agree that any such private sale may result in prices and other terms less favourable to the seller than if such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private sale. The Lenders shall be under no obligation to delay a sale of any of the Investment Property for the period of time necessary to permit the issuer of such Investment Property to qualify such Investment Property for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions, even if the issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of Investment Property forming any part of the Investment Property. (d) Upon the occurrence, and during the continuance of, an Event of Default the Lenders may elect by written notice to the Debtors and to an officer of the issuer of the Investment Property, that all or part of the rights of the Debtors in the Investment Property including, without limitation, the right to vote, give consents, waivers or ratifications and take other actions and receive dividends or other distributions, shall cease, and upon such election all such rights shall become vested in the Lender or as it may direct. (e) Upon the occurrence, and during the continuance of, an Event of Default the Lenders may require that the Investment Property be registered in the name of the Lenders or as it may direct and the Lenders may then, without notice, exercise any and all voting and corporate rights at any meeting of the issuers thereof and exercise any and all rights, privileges or options pertaining to the Investment Property as if they were the absolute owner, including without limitation, the right to exchange at its discretion, any and all of the Investment Property upon the issuer’s amalgamation, merger, consolidation, reorganization, recapitalization or other readjustment or upon the issuer’s exercise of any right, privilege or option pertaining to any of the Investment Property and to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine.

Private Sales. (a) In view Each Pledgor recognizes that, by reason of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doingapplicable state securities laws as in effect from time to time, the Administrative Agent may solicit offers for the Pledged Sharesbe compelled, with respect to any sale of all or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged SharesAssets conducted without registration or qualification under the Securities Act and such state securities laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such Pledged Assets for their own account, for investment and not with a view to the distribution or resale thereof. Without limiting Each Pledgor acknowledges that any such private sales may be made in such manner at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the methods or Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be not deemed to have not been made in a commercially reasonable manner solely by virtue of disposition which could be determined such restrictions and agrees that the Administrative Agent shall have no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking conduct any public sales and brokerage services no obligation to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Assets for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, even and shall not have any responsibility or liability as a result of its election not to conduct any such public sales or delay the sale of any Pledged Assets, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such issuer would agree to do so. (b) The Debtors further agree to do registration. Each Pledgor hereby waives any claims against the Administrative Agent or cause to be done, to any other Secured Party arising by reason of the extent fact that the Debtors price at which any Pledged Assets may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales have been sold at any private sale was less than the price that might have been obtained at a public sale or resales of any portion or all was less than the aggregate amount of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecured Obligations.

Private Sales. (a) In view of the fact Each Pledgor recognizes that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Lender may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time unable to time attempt to sell all effect a public sale or any part other disposition of the Pledged Shares by a private sale reason of certain prohibitions contained in the nature Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of a purchasers. Each Pledgor agrees that any such private placement, restricting the bidders sales may be at prices and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Lender shall not be under any no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such issuer the Issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, Lender agrees that any sale of the Pledged Shares shall be made in a commercially reasonable manner, and each Pledgor agrees to use its best efforts to cause the Issuer or Issuers of the Pledged Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of Lender, advisable to exempt such Pledged Shares from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of Lender, are necessary or resales of any portion or advisable, all in conformity with the requirements of the Collateral valid Securities Act and binding the rules and in compliance with any regulations of the Securities and all Exchange Commission applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensethereto.

Private Sales. (a) In view Pledgor recognizes that, by reason of certain prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may as in effect from time to time attempt time, the Collateral Agent may be compelled, with respect to sell any sale of all or any part of the Pledged Shares by a private sale in Equity Interests conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more persons who will represent and agree agree, among other things, to acquire such Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that they are “accredited investors” within any such private sales may be made in such manner and under such circumstances as the meaning of Regulation D promulgated Collateral Agent may deem necessary or advisable, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doingand, the Agent may solicit offers for the Pledged Sharesnotwithstanding such circumstances, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Collateral Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Equity Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such issuer would agree Equity Interests to do somore than one offeree. (b) The Debtors further agree to do or Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Collateral Agent and the other Secured Parties, that the Debtors may do so under applicable lawCollateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgor.

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Secured Party may impose certain restrictions on the method by which be unable to effect a public sale or other disposition of the Pledged Shares Ownership Interests by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, or may decide in its sole discretion that a public sale is not appropriate or practicable, and therefore may resort to none or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be effected after an Event of Default, Debtors agree that upon the occurrence at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant others terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Secured Party shall not be under any no obligation to delay a sale of any of the Pledged Shares Ownership Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. . The Pledgor agrees to use its best efforts to cause the Holding Company, and the Holding Company hereby agrees, to execute and deliver, and cause the directors and officers (bor other analogous Persons) The Debtors further agree of the Holding Company to execute and deliver, all at the Pledgor’s expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Pledged Ownership Interests from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Secured Party, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause the Holding Company, and the Holding Company hereby agrees, to comply with the provisions of the securities or “Blue Sky” laws of any portion jurisdiction which the Secured Party shall designate and, if required, to cause the Holding Company to, and the Holding Company hereby agrees to, make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act. If the Pledgor is or becomes an issuer of Pledged Ownership Interests, the Pledgor shall take all of the Collateral valid and binding and actions the Secured Party desires an issuer to take, as described in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensethis Section 6.4.

Private Sales. (a) In view Pledgor recognizes that, by reason of certain prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may as in effect from time to time attempt time, the Collateral Agent may be compelled, with respect to sell any sale of all or any part of the Pledged Shares by a private sale in Equity Interests conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more persons who will represent and agree agree, among other things, to acquire such Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that they are “accredited investors” within any such private sales may be made in such manner and under such circumstances as the meaning of Regulation D promulgated Collateral Agent may deem necessary or advisable, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doingand, the Agent may solicit offers for the Pledged Sharesnotwithstanding such circumstances, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Collateral Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Equity Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such issuer would agree Equity Interests to do somore than one offeree. (b) The Debtors further agree to do or Xxxxxxx agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Collateral Agent and the other Secured Parties, that the Debtors may do so under applicable lawCollateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgor.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be reasonably necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Banks at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale Whether or not any of the Pledged Shares may be effected after an Event Collateral has been effectively registered under the Securities Act of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default1933 or other applicable laws, the Agent may from time to time attempt to Lender may, in its sole and absolute discretion, sell all or any part of the Pledged Shares by a Collateral at private sale in such manner and under such circumstances as the Lender may deem necessary or advisable in any manner which complies with applicable law. (b) Without limiting the generality of the foregoing, in any such event the Lender, in its sole and absolute discretion: (i) may proceed to make such private sale notwithstanding that a registration statement for the purposes of registering such Pledged Collateral or such part thereof shall have been filed under such Securities Act; (ii) may approach and negotiate with a restricted number of potential purchasers to effect such sale; and (iii) may restrict such sale to purchasers as to their number, nature of a private placementbusiness and investment intention including, restricting the bidders and prospective without limitation, to purchasers to those who each of whom will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act satisfaction of 1933the Lender that such purchaser is purchasing for its own account, as amended (the “Securities Act”)for investment, and are purchasing for investment only and not for distribution. In so doing, with a view to the Agent may solicit offers for the distribution or sale of such Pledged Shares, Collateral or any part thereof, from it being understood that the Lender may require the Borrower, and the Borrower hereby agrees upon the written request of the Lender, to cause: (A) a limited number of investors who might legend or legends to be interested in purchasing placed on the certificates to be delivered to such purchasers to the effect that the Pledged Shares. Without limiting Collateral represented thereby have not been registered under the methods Securities Act and setting forth or manner referring to restrictions on the transferability of disposition which could be determined such securities; (B) the issuance of stop transfer instructions to be commercially reasonablethe Issuer’s transfer agent, if any, with respect to the Pledged Collateral, or, if the Agent hires Issuer transfers its own securities, a firm of regional or national reputation that is engaged notation in the business appropriate records of rendering investment banking the Issuer; (C) to be obtained from the purchasers a signed written agreement that the Pledged Collateral will not be sold without registration or other compliance with the requirements of the Securities Act; and brokerage services (D) to solicit be delivered to the purchasers a signed written agreement of the Borrower and the Issuer that such offers purchasers shall be entitled to the rights of the Lender pursuant to this Section 11. (c) In the event of any such sale, the Borrower does hereby consent and facilitate agree that the sale Lender shall not incur any responsibility or liability for selling all or any part of the Pledged SharesCollateral at a price which the Lender, then in its sole and absolute discretion, may deem reasonable under the Agent’s acceptance of circumstances, notwithstanding the highest offer possibility that a substantially higher price might be realized if the sale were public and deferred until after registration as aforesaid. In such event, (including its own offer, or A) the offer of any of the Lenders at any such sale) obtained through such efforts of such firm sale shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent in all respects, (B) the Borrower shall not be under entitled to a credit against the Obligations in an amount in excess of the purchase price, and (C) the Lender shall not incur any obligation liability or responsibility to delay the Borrower in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Borrower recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange, and that a sale by the Lender of any such Pledged Collateral for an amount substantially less than a pro rata share of the Pledged Shares for fair market value of the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as issuer’s assets minus liabilities may be necessary to make such sales or resales of any portion or all commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledged Collateral that is privately traded.

Private Sales. (a) In view Each of the fact Pledgor and the Holder recognizes that applicable securities laws the Collateral Agent, for the benefit of the Secured Parties, may impose certain restrictions on the method by which be unable to effect a public sale of any or all of the Pledged Shares may be effected after an Event Securities, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale Each of the Pledged SharesPledgor and the Holder acknowledges and agrees that any private sale may result in prices and other terms less favorable to the Pledgor and the Holder than if such sale were a public sale and, then the Agent’s acceptance of the highest offer (including its own offernotwithstanding such circumstances, or the offer of any of the Lenders at agrees that any such sale) obtained through such efforts of such firm private sale shall not be deemed to be have been made in a commercially reasonable method unreasonable manner solely by virtue of disposition of such Pledged Sharesbeing a private sale. The Neither the Holder nor the Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities Pledged Entity or Pledgor to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Pledged Entity or Pledgor would agree to do so. (b) The Debtors Collateral Agent, at the direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, shall have the right to conduct any foreclosure sale of any part of the Collateral. If an Event of Default shall have occurred and be continuing, the Holder may, in its sole and absolute discretion but only to the extent permitted by applicable law, direct the Collateral Agent in writing to retain and acquire for the Holder and/or its designees or nominees, the Collateral by instructing the Pledgor and/or the Pledged Entity to register on its ledgers and books the Collateral Agent’s acquisition of the Collateral and each certificate which embodies the Pledged Securities, subject to any rights of the Pledgor to object in accordance with the Uniform Commercial Code, if the Pledgor has not renounced or waived such rights in accordance with the Uniform Commercial Code. In connection therewith, the Collateral Agent, at the written direction of the Holder, shall have the right to complete any Unit Power in its favor. (c) The Pledgor further agree shall use its commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be reasonably necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Securities pursuant to this Section 7.1 valid and binding and in compliance with any and all other requirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 7.1 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.1 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Note. (d) The Collateral Agent and the Holder shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Each of the Pledgor and the Holder hereby waives any claims against the Collateral Agent and the Holder arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Debt, even if the Collateral Agent, for the benefit of the Secured Parties, accepts the first offer received and does not offer any Collateral to more than one offeree. (e) The Pledgor acknowledges that Securities and Exchange Commission staff personnel have issued various No-Action Letters describing procedures which, in the view of the Securities and Exchange Commission staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Uniform Commercial Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Uniform Commercial Code permits the Pledgor to agree on the standards for determining whether the Collateral Agent, for the benefit of the Secured Parties, has complied with its obligations under Article 9 of the Uniform Commercial Code. Pursuant to the Uniform Commercial Code, the Pledgor specifically agrees (x) that it shall not raise any objection to the Collateral Agent’s or the Holder’s purchase of the Pledged Securities (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters (i) shall be considered to be a “public” sale for purposes of the Uniform Commercial Code; (ii) will be considered commercially reasonable notwithstanding that the Collateral Agent has not registered or sought to register the Pledged Securities under the applicable securities laws, regulationseven if the Pledgor or any Pledged Entity agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Collateral Agent or the Holder purchases the Pledged Securities at such a sale. (f) Each of the Pledgor and the Holder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Securities sold by the Collateral Agent pursuant to the terms of this Agreement. (g) To the extent that provisions of the Uniform Commercial Code or other applicable law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, ordersit is hereby agreed by all the parties hereto that it is commercially reasonable for the Collateral Agent to do any of the following: (i) not incur significant costs, writs, injunctions, decrees expenses or awards other liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition; (ii) not obtain consents for the collection or disposition of any and all courtsCollateral (other than a Sale Notice or an Election Notice, arbitrators as the case may be); (iii) to the extent any sale of the Collateral is conducted through a public sale, to advertise dispositions of any Collateral through publications or governmental instrumentalitiesmedia of general circulation, domestic whether or foreign, having jurisdiction over not such Collateral is of a specialized nature or to contact other persons for expressions of interest in acquiring any such Collateral; (iv) to the extent any sale of the Collateral is conducted through an auction, to appoint one or salesmore other qualified auctioneers as directed by the Interested Holder delivering a Sale Notice to the Collateral Agent to act as auction agent to assist in the disposition of all or any portion of the Collateral, whether or not such Collateral is of a specialized nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants, legal advisors, agents and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral (the reasonable fees and expenses of such service providers to constitute Collateral Agent Expenses hereunder), utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral, or solicit bids wanted in competition to effect a disposition of all or any portion of the Collateral; (v) dispose of the Collateral in wholesale rather than retail markets; (vi) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (vii) sell Collateral at a price that may be less than the Debtors’ expensemarket price quoted by any valuation service provider or market-maker; provided, that the Collateral Agent has used commercially reasonable efforts to sell at such market price. Each of the Pledgor and the Holder acknowledges that the purpose of this Section 7.1(g) is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being listed in this Section 7.1(g). Without limitation upon the foregoing, nothing contained in this Section 7.1(g) shall be construed to grant any rights to the Pledgor or the Holder or to impose any duties on the Collateral Agent that would not have been granted or imposed by provisions of this Agreement, the Uniform Commercial Code or other applicable law in the absence of this Section 7.1(g). It is expressly understood and agreed by the parties hereto that the Collateral Agent shall not under any circumstances be deemed to be a broker, dealer or investment advisor in connection with any disposition or any Collateral pursuant to the terms of this Agreement or applicable law.

Private Sales. (a) In view The Company recognizes that the Secured Party may be unable to effect a public sale or other disposition of the fact that applicable securities laws may impose Securities by reason of certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), federal banking laws, and are purchasing for investment only and not for distributionother applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Company agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such efforts of such firm private sales shall not by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Secured Party shall not be under any no obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Secured Party agrees that any sale of the Securities shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company’s expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Secured Party, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any portion jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view The Company recognizes that the Secured Party may be unable to effect a public sale or other disposition of the fact that applicable securities laws may impose Securities by reason of certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), federal banking laws, and are purchasing for investment only and not for distributionother applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Company agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such efforts of such firm private sales shall not by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Secured Party shall not be under any no obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Secured Party agrees that any sale of the Securities shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Secured Party, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any portion jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Banks at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) . The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view Pledgor recognizes that Bank may be unable to effect a public sale or other disposition of the fact that Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. Pledgor agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Bank shall not be under any no obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. . Subject to the foregoing, Bank agrees that any sale of the Securities shall be made in a commercially reasonable manner, and Pledgor agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors (bor other analogous persons) The Debtors further agree and officers of such issuer to execute and deliver, all at Pledgor’s expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of Bank, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of Bank, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any portion jurisdiction which Bank shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view 10.1 With respect to any Collateral consisting of securities, investments or the fact that like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after law, if an Event of DefaultDefault occurs, Debtors agree that upon the occurrence Secured Party may, in Secured Party’s sole and during the continuance of an Event of Defaultabsolute discretion, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the nature sale may be lawfully conducted. Without limiting the foregoing, Secured Party may approach and negotiate with a limited number of a private placement, restricting the bidders and prospective potential purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant purchasing such Collateral for their own account for investment and not with a view to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing distribution or sale thereof. 10.2 If any Collateral is sold at a private sale for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested price that Secured Party in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined good faith believes to be commercially reasonablereasonable under the circumstances then existing, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate then (i) the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent in all respects, (ii) Pledgor shall not be under entitled to a credit against the Secured Obligations in an amount in excess of the sale price, and (iii) Secured Party shall not incur any obligation liability or responsibility to delay Pledgor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. 10.3 Pledgor recognizes that a ready market may not exist for any Collateral consisting of securities, investments or the like, including the Pledged Shares, if the Collateral is not regularly traded on a national securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than the face amount or book value thereof may be commercially reasonable in view of the Pledged Shares for the period of time necessary difficulties that may be encountered in attempting to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do sosell Collateral that it not publicly traded. (b) The Debtors further agree to do or cause to be done10.4 PLEDGOR RECOGNIZES THAT SECURED PARTY MAY BE UNABLE TO EFFECT A PUBLIC SALE ON SUCH PART OF THE COLLATERAL AS CONSTITUTES SECURITIES AND MAY BE COMPELLED TO RESORT TO PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO WILL BE OBLIGATED TO AGREE, to the extent that the Debtors may do so under applicable lawAMONG OTHER THINGS, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable lawsTO ACQUIRE SUCH PART OF THE COLLATERAL FOR THEIR OWN ACCOUNT, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseFOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR SALE THEREOF. PLEDGOR ACKNOWLEDGES THAT ANY SUCH PRIVATE SALE MAY BE AT A PRICE AND ON TERMS LESS FAVORABLE TO SECURED PARTY THAN THOSE OF PUBLIC SALES. PLEDGOR AGREES THAT SUCH PRIVATE SALES SHALL BE DEEMED MADE IN A COMMERCIALLY REASONABLE MANNER AND AGREES THAT SECURED PARTY HAS NO OBLIGATION TO DELAY ANY SUCH SALE TO PERMIT THE ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER APPLICABLE LAW.

Private Sales. (a) In view of the fact Property Owner and Pledgor recognize that applicable securities laws Lender may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Interests, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Property Owner and Pledgor acknowledge and agree that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to Lender than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Lender shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Property Owner to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer Borrower would agree to do so. (ba) The Debtors Pledgor further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary reasonably requested to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards requirements of law. Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this paragraph 9 shall be specifically enforceable against Pledgor, arbitrators or governmental instrumentalitiesand to the maximum extent permitted by applicable law, domestic or foreign, having jurisdiction over Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no default has occurred under the Debtors’ expenseLoan Agreement.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent Bank may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent Bank may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent Bank hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the AgentBank’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Bank shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree Debtor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “"accredited investors” " within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s 's acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Benefited Parties at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares (to the extent applicable) for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors Debtor further agree agrees to do or cause to be done, to the extent that the Debtors Debtor may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ Debtor's expense.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Administrative Agent may be effected compelled, at any time after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell conduct any sale of all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree Equity that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to constitutes Collateral without registering or qualifying such Pledged Equity under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and are purchasing for investment only and not for distribution. In so doing, under such circumstances as the Administrative Agent may solicit offers for the Pledged Sharesdeem necessary or advisable in its sole and absolute discretion, or any part thereof, from a limited number of investors who including at prices and on terms that CHAR1\1838878v4 might be interested less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in purchasing a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Pledged Shares. Without limiting the methods or manner of disposition which could be determined Administrative Agent shall have no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking conduct any public sales and brokerage services no obligation to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Equity that constitutes Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity that constitutes Collateral, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such issuer would agree Pledged Equity to do somore than one offeree. (b) The Debtors further agree to do or Each Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Administrative Agent and the other Secured Parties, that the Debtors may do so under applicable lawAdministrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgors.

Private Sales. (a) In view Each of the fact Pledgor and the Holder recognizes that applicable securities laws the Collateral Agent, for the benefit of the Secured Parties, may impose certain restrictions on the method by which be unable to effect a public sale of any or all of the Pledged Shares may be effected after an Event Securities, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale Each of the Pledged SharesPledgor and the Holder acknowledges and agrees that any private sale may result in prices and other terms less favorable to the Pledgor and the Holder than if such sale were a public sale and, then the Agent’s acceptance of the highest offer (including its own offernotwithstanding such circumstances, or the offer of any of the Lenders at agrees that any such sale) obtained through such efforts of such firm private sale shall not be deemed to be have been made in a commercially reasonable method unreasonable manner solely by virtue of disposition of such Pledged Sharesbeing a private sale. The Neither the Holder nor the Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities Pledged Entity or Pledgor to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Pledged Entity or Pledgor would agree to do so. (b) The Debtors Collateral Agent, at the direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, shall have the right to conduct any foreclosure sale of any part of the Collateral. If an Event of Default shall have occurred and be continuing, the Holder may, in its sole and absolute discretion but only to the extent permitted by applicable law, direct the Collateral Agent in writing to retain and acquire for the Holder and/or its designees or nominees, the Collateral by instructing the Pledgor and/or the Pledged Entity to register on its ledgers and books the Collateral Agent’s acquisition of the Collateral and each certificate which embodies the Pledged Securities, subject to any rights of the Pledgor to object in accordance with the Uniform Commercial Code, if the Pledgor has not renounced or waived such rights in accordance with the Uniform Commercial Code. In connection therewith, the Collateral Agent, at the written direction of the Holder, shall have the right to complete any Unit Power in its favor. (c) The Pledgor further agree shall use its commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be reasonably necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Securities pursuant to this Section 7.1 valid and binding and in compliance with any and all other requirements of applicable laws, regulations, orders, writs, injunctions, decrees or awards law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 7.1 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 7.1 shall be specifically enforceable against the Pledgor, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no Event of Default has occurred under the Debtors’ expenseNote.

Private Sales. Each Sponsor, at such Sponsor’s option, may, with respect to its Registrable Securities, participate proportionately (as provided for below), and the Prospective Selling Sponsor (as defined below) shall allow each other Sponsor to participate in, any proposed Transfer by a Sponsor (the “Prospective Selling Sponsor”) of any or all of its Registrable Securities for cash or other consideration after the Closing (other than any Transfer (i) to any of such Sponsor’s Affiliates, or (ii) pursuant to Sections 2.1, 2.2 or 2.3) whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer, unregistered block trade or any other transaction (a “Private Sale”). The Prospective Selling Sponsor shall notify each other Sponsor in writing of such Prospective Selling Sponsor’s intention to effect such Private Sale, the identity of the Person to which such Registrable Securities would be Transferred in the contemplated Private Sale (the “Proposed Transferee”) and the nature and per share amount of consideration to be paid by the Proposed Transferee, at least ten (10) Business Days before the closing of any such proposed Private Sale. Any sale of Registrable Securities by any Sponsor exercising its rights pursuant to this Section 2.4 (each, a “Tagging Stockholder”) shall be for the same price and form of consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of Registrable Securities owned by the Prospective Selling Sponsor; provided, that (a) In view with respect to any indemnification obligations, no Tagging Stockholder shall be obligated to assume joint and several liability with respect to such indemnification obligations but shall be obligated only with respect to its proportionate share of any escrow and indemnification obligations and for all indemnification obligations with respect to matters that are personal to such Tagging Stockholder, capped at that portion of the fact aggregate purchase price that applicable securities laws may impose certain restrictions on such Tagging Stockholder or its designees actually receive, (b) notwithstanding the method by which a sale of the Pledged Shares may be effected after an Event of Defaultforegoing, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Tagging Stockholder shall not be under required to make any obligation representations, warranties, covenants or indemnities relating to delay a sale any other Sponsor, the Company or any of its Affiliates or Subsidiaries other than with respect to such Tagging Stockholder’s ownership of, and ability to sell (including authority to enter into any related agreement), such Tagging Stockholder’s Registrable Securities and (c) no Tagging Stockholder shall be required to agree to any covenant restricting the ability of such Tagging Stockholder to compete with the Company or its Affiliates or to solicit or hire the employees of the Company or its Affiliates. Each Tagging Stockholder shall be entitled to sell up to that number of its Registrable Securities (rounded up to the nearest whole number) which is equal to the same percentage of its Registrable Securities as the Prospective Selling Sponsor sells of its Registrable Securities in such Private Sale (determined on the basis of the aggregate number of Registrable Securities owned and the aggregate number of such Registrable Securities being sold by the Prospective Selling Sponsor), but not in excess of the aggregate number of such Tagging Stockholder’s Registrable Securities (for the avoidance of doubt, such calculation shall exclude equity of any Subsidiary which may be held by a Sponsor)). If a Tagging Stockholder sells any Registrable Securities in a Private Sale pursuant to this Section 2.4, such Tagging Stockholder shall pay and be responsible for such Tagging Stockholder’s proportionate share of the Pledged Shares for reasonable out-of-pocket costs incurred by the period Proposed Selling Sponsor in connection with the Private Sale. 2.4.1. The rights provided by Section 2.4 must be exercised by a Tagging Stockholders within ten (10) Business Days following receipt of time necessary the notice required by the preceding sentence by delivery of an irrevocable written notice to permit the issuer Prospective Selling Sponsor indicating such Tagging Stockholder’s exercise of its rights and specifying the maximum number of Registrable Securities it desires to sell. The Tagging Stockholder shall be entitled under Section 2.4 to Transfer to the Proposed Transferee the number of Registrable Securities determined in accordance with the foregoing paragraph. 2.4.2. If a Tagging Stockholder exercises its rights under Section 2.4, the closing of the purchase of the Registrable Securities with respect to which such rights have been exercised is subject to, and shall take place concurrently with, the closing of the Private Sale. If the closing of the Private Sale does not occur within 120 days after the Tagging Stockholder’s receipt of a written notice of such securities Private Sale pursuant to register such securities under Section 2.4, the laws of any jurisdiction outside Tagging Stockholder may withdraw from the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, Private Sale by providing written notice to the extent that Prospective Selling Sponsor within ten (10) Business Days after the Debtors may do so under applicable law, all expiration of such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense120-day period.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after The Company recognizes that, if an Event of Default, Debtors agree that upon the occurrence Default shall have occurred and during the continuance of an Event of Defaultbe continuing, the Collateral Agent may from time may, subject to time attempt Section 10.03 of the Credit Agreement, elect to sell all or any part of the Pledged Shares Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Company acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including a public offering made pursuant to a registration statement under the Securities Act) and the Company hereby waives, to the maximum extent permitted under applicable Law, any claims against the Collateral Agent or any Secured Party arising by a reason of the fact that the price at which the Collateral may have been sold at such private sale in to an unrelated third party was less than the nature price that might have been obtained at a public sale or was less than the aggregate amount of a private placementthe Secured Obligations, restricting even if the bidders Collateral Agent accepts the first offer received and prospective purchasers does not offer the Collateral to those who will represent more than one offeree. The Company and the Collateral Agent agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sales shall be deemed to be conducted in a commercially reasonable method of disposition of such Pledged Shares. The manner and that the Collateral Agent shall not be under any has no obligation to engage in public sales and no obligation to delay a sale of any of the Pledged Shares for the period of time necessary Collateral to permit the issuer of such securities thereof to register such securities the Collateral for a form of public sale requiring registration under the laws Securities Act. If the Collateral Agent exercises its right to sell any or all of the Collateral, upon written request the Company shall, from time to time, furnish to the Collateral Agent all such information as is necessary in order to determine the limited liability company interests, any jurisdiction outside other interests in the United States, Collateral and any other instruments included in the Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all rules of the Collateral valid United States Securities and binding and Exchange Commission thereunder, as the same are from time to time in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseeffect.

Private Sales. (a) In view If the Administrative Agent shall determine that in order to exercise its right to sell any or all of the fact that applicable securities laws may impose certain restrictions on Collateral it is necessary or advisable to have such Collateral registered under the method by which a sale provisions of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933(any such Collateral, as amended (the “Restricted Securities ActCollateral”), the relevant Grantor will cause each applicable Issuer (and the officers and directors thereof) to (i) execute and deliver all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Restricted Securities Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Restricted Securities Collateral, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are purchasing necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to use commercially reasonable efforts to cause each applicable Issuer (and the officers and directors thereof) to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section II (a) of the Securities Act. (b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Investment Property and Partnerships/LLC Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Each Grantor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall not be deemed to be have been made in a non- commercially reasonable method of disposition of such Pledged Sharesmanner because it is conducted as a private sale. The Administrative Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Investment Property and Partnerships/LLC Interests for the period of time necessary to permit the issuer of such securities Issuer thereof to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer would agree to do so. (bc) The Debtors further agree Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales of all or resales of any portion or all of the Collateral Investment Property and Partnerships/LLC Interests valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards other Applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.3 will:cause irreparable injury to the Administrative Agent and all courtsthe Lenders, arbitrators or governmental instrumentalitiesthat the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over that each and every covenant contained in this Section 5.3 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no Event of Default has occurred under the Debtors’ expenseCredit Agreement.

Private Sales. (a) In view of the fact The Borrower recognizes that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Interests, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Borrower acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale) obtained through such efforts of such firm . Agent shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Borrower to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Borrower would agree to do so. (b) The Debtors From and after the occurrence, and during the continuation, of an Event of Default, the Borrower further agree agrees to use its best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this Section 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that the Borrower shall not be under any obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, regulations, orders, writs, injunctions, decrees or awards . The Borrower further agrees that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 11 shall be specifically enforceable against the Borrower, arbitrators or governmental instrumentalitiessubject to bankruptcy, domestic or foreigninsolvency, having jurisdiction over moratorium, and other similar laws of general applicability affecting creditor's rights and general equity principles, and the Borrower hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no default has occurred with respect to the Debtors’ expenseObligations.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent Lenders may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “"accredited investors” " within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doing, the Agent Lenders may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires Lenders hire a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s Lenders' acceptance of the highest offer (including its their own offer, or the offer of any of the Lenders at any such saleoffers) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Lenders shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ ' expense. (c) Without limiting the generality of Section 6.1, the Debtors acknowledge that when disposing of any Investment Property, in the Province of Ontario, the Lenders may be unable to effect a public sale of any or all of the Investment Property, or to sell any or all of the Investment Property as a control block sale at more than a stated premium to the "market price" of any shares, stock, instruments, warrants, bonds, debenture stock and other Investment Property forming part of the Investment Property, by reason of certain prohibitions contained in the Securities Act (Ontario) and applicable laws of other jurisdictions, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Investment Property as principal and to comply with other resale restrictions provided for in the Securities Act (Ontario) and other applicable laws. The Debtors acknowledge and agree that any such private sale may result in prices and other terms less favourable to the seller than if such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private sale. The Lenders shall be under no obligation to delay a sale of any of the Investment Property for the period of time necessary to permit the issuer of such Investment Property to qualify such Investment Property for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions, even if the issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of Investment Property forming any part of the Investment Property. (d) Upon the occurrence, and during the continuance of, an Event of Default the Lenders may elect by written notice to the Debtors and to an officer of the issuer of the Investment Property, that all or part of the rights of the Debtors in the Investment Property including, without limitation, the right to vote, give consents, waivers or ratifications and take other actions and receive dividends or other distributions, shall cease, and upon such election all such rights shall become vested in the Lender or as it may direct. (e) Upon the occurrence, and during the continuance of, an Event of Default the Lenders may require that the Investment Property be registered in the name of the Lenders or as it may direct and the Lenders may then, without notice, exercise any and all voting and corporate rights at any meeting of the issuers thereof and exercise any and all rights, privileges or options pertaining to the Investment Property as if they were the absolute owner, including without limitation, the right to exchange at its discretion, any and all of the Investment Property upon the issuer's amalgamation, merger, consolidation, reorganization, recapitalization or other readjustment or upon the issuer's exercise of any right, privilege or option pertaining to any of the Investment Property and to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine.

Private Sales. (a) In view The Pledgors recognize that the Administrative Agent may be unable to effect a public sale or other disposition of the fact that Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors purchasers. The Pledgors agree that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Administrative Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Securities for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further . Subject to the foregoing, the Administrative Agent agrees that any sale of the Securities shall be made in a commercially reasonable manner, and the Pledgors agree to use their reasonable efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgors’ expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Administrative Agent, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgors further agree to use their reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any portion jurisdiction which the Administrative Agent shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view Each Pledgor recognizes that, by reason of certain ------------- prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may as in effect from time to time attempt time, the Collateral Agent may be compelled, with respect to sell any sale of all or any part of the Pledged Shares by a private sale in Interests conducted without registration or qualification under the nature of a private placementSecurities Act and state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more Persons who will represent and agree agree, among other things, to acquire such Pledged Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that they are “accredited investors” within any such private sales may be made in such manner and under such circumstances as the meaning of Regulation D promulgated Collateral Agent may deem necessary or advisable in its discretion, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including without limitation a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doingand, the Agent may solicit offers for the Pledged Sharesnotwithstanding such circumstances, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Collateral Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid Agent accepts the first offer received and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any does not offer such sale or sales, all at the Debtors’ expensePledged Interests to more than one offeree.

Private Sales. (a) In view of the fact The Pledgor recognizes that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time be unable to time attempt to sell effect a public sale of any or all or any part of the Pledged Shares Stock or the Pledged Promissory Notes, by a private sale reason of certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended 1933 (the “Securities Act”)"SECURITIES ACT") and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock or the Pledged Promissory Notes for the period of time necessary to permit any Issuer or the issuer of such securities Pledgor to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer or the Pledgor would agree to do so. (b) The Debtors Pledgor further agree agrees to use its reasonable best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales of all or resales of any portion or all of the Collateral Pledged Stock or the Pledged Promissory Notes pursuant to this SECTION 10 valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this SECTION 10 will cause irreparable injury to the Agent and all courtsthe Lenders, arbitrators or governmental instrumentalitiesthat the Agent and the Lenders have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over that each and every covenant contained in this SECTION 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no Event of Default has occurred under the Debtors’ expenseCredit Agreement.

Private Sales. (a) In view Each of the fact Companies recognizes that applicable securities laws the Agent may impose certain restrictions on the method by which be unable to effect a public sale of the Pledged Shares Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part purchasers. Each of the Pledged Shares by a Companies agrees that any such private sale in the nature of a private placement, restricting the bidders sales may be at prices and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and each of the Companies agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Companies' expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Agent, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each of the Companies further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any portion jurisdiction which the Agent shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (ai) In view If, at any time after the date of the fact that applicable securities laws may impose certain restrictions on the method by which this Agreement, a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Private Sale all or any part portion of such Selling Stockholder’s Securities then UBS shall have the right to participate in the proposed Private Sale by such Selling Stockholder as provided in this Section 2(a). The Selling Stockholder shall give written notice (the “Tag-Along Notice”) to UBS of each proposed Sale at least ten (10) days prior to the proposed effective date of such Private Sale. The Tag-Along Notice shall set forth the terms and conditions of the Pledged Shares Private Sale, including the number of Securities that the Selling Stockholder proposes to sell (the “Offered Securities”), the proposed timing of the Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. UBS shall have the right to sell to such transferee(s) a portion of its Securities equal to the product of (A) the number of Securities then held by UBS and (B) a private sale fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Securities held as of the date of this Agreement by the Selling Stockholder(s) participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such Selling Stockholder(s) subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Common Stock (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock). (ii) The tag-along rights provided in this Section 2(a) must be exercised by UBS within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Selling Stockholder, with a copy to the Company, indicating UBS’ desire to exercise its rights and specifying the number of Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the nature same proportion of a private placementShares and Warrants as the Offered Securities. The number of Securities that the Selling Stockholder may sell pursuant to this Section 2 shall be reduced by the equivalent amount of the Tagging Securities, restricting unless (A) the bidders transferee(s) have indicated their willingness to buy all of the Securities that the Selling Stockholder and prospective purchasers UBS desire to those who will represent sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, UBS shall deliver (A) all documents required to be executed in connection with such Private Sale and agree that they are “accredited investors” within (B) the meaning certificates for the Securities being sold to the purchaser(s) thereof against receipt of Regulation D promulgated the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 2(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 2(a) and/or (B) the Selling Stockholder may elect to purchase such Tagging Securities Act at the same price per share as such transferee(s) would have paid pursuant to the provisions of 1933, as amended Section 2(a). Any such redemption by the Company or purchase by the Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If UBS properly exercises its tag-along rights under this Section 2(a) and the “Tagging Securities Act”), and are purchasing for investment only and not for distribution. In so doing, (A) purchased by the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale purchaser of the Pledged SharesOffered Securities, (B) redeemed by the Company or (C) purchased by the Selling Stockholder, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Selling Stockholder shall not be under any obligation permitted to delay a sale of any consummate the proposed Sale of the Pledged Shares for the period of time necessary to permit the issuer of Securities, and any such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do soattempted Sale shall be null and void. (bv) The Debtors further agree Any notice given by UBS in which it elects to do exercise its tag-along rights provided in this Section 2(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or cause to be done, the Selling Stockholder) or submit for redemption to the extent that Company such Tagging Securities as are included therein on the Debtors may do so under terms and conditions applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseredemption.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent Bank may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent Bank may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent Bank hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the AgentBank’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent Bank shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of The Borrower, the fact Holding Company and each General Partner Pledgor recognize that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Borrower Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of DefaultInterests, the Agent may from time to time attempt to sell all Holding Company Pledged Interests or any part the General Partner Pledgor Pledged Interests, by reason of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the Distribution or resale thereof. In so doingThe Borrower, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Holding Company and each General Partner Pledgor acknowledge and agree that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale) obtained through such efforts of such firm . Agent shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any no obligation to delay a sale of any of the Borrower Pledged Shares Interests, the Holding Company Pledged Interests or General Partner Pledgor Pledged Interests for the period of time necessary to permit the issuer of such securities Borrower, the Holding Company or the General Partner Pledgors to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Borrower, the Holding Company or the General Partner Pledgors would agree to do so. (b) The Debtors Borrower, the Holding Company and each General Partner Pledgor further agree to use their best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Borrower Pledged Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests pursuant to this paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that neither the Borrower nor the Holding Company nor any General Partner Pledgor shall be under any obligation to register the Borrower Pledged Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. The Borrower, regulations, orders, writs, injunctions, decrees or awards the Holding Company and each General Partner Pledgor further agree that a breach of any of the covenants contained in this paragraph 11 will cause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this paragraph 11 shall be specifically enforceable against the Borrower, arbitrators the Holding Company and each General Partner Pledgor, and the Borrower, the Holding Company and each General Partner Pledgor hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred with respect to the Borrower Obligations, the Holding Company Obligations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseGeneral Partner Pledgor Obligations.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree each Debtor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “"accredited investors” " within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s 's acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Benefited Parties at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares (to the extent applicable) for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors Each Debtor further agree agrees to do or cause to be done, to the extent that the Debtors such Debtor may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ ' sole expense.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale Whether or not any of the Pledged Shares may be effected after an Event Collateral has been effectively registered under the Securities Act of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default1933 or other applicable laws, the Agent may from time to time attempt to Secured Parties may, in their sole and absolute discretion, sell all or any part of the Pledged Shares by a Collateral at private sale in such manner and under such circumstances as Secured Parties may deem necessary or advisable. (b) Without limiting the generality of the foregoing, in any such event the Secured Parties, in their sole and absolute discretion: (i) may proceed to make such private sale notwithstanding that a registration statement for the purposes of registering such Pledged Collateral or such part thereof shall have been filed under such Securities Act; (ii) may approach and negotiate with a restricted number of potential purchasers to effect such sale; and (iii) may restrict such sale to purchasers as to their number, nature of a private placementbusiness and investment intention including, restricting the bidders and prospective without limitation, to purchasers to those who each of whom will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act satisfaction of 1933the Secured Parties that such purchaser is purchasing for its own account, as amended (the “Securities Act”)for investment, and are purchasing for investment only and not for distribution. In so doing, with a view to the Agent may solicit offers for the distribution or sale of such Pledged Shares, Collateral or any part thereof, from it being understood that the Administrative Agent may require the Company, and the Company hereby agrees upon the written request of the Administrative Agent, to cause: (A) a limited number of investors who might legend or legends to be interested in purchasing placed on the certificates to be delivered to such purchasers to the effect that the Pledged Shares. Without limiting Collateral represented thereby have not been registered under the methods Securities Act and setting forth or manner referring to restrictions on the transferability of disposition which could be determined such securities; (B) the issuance of stop transfer instructions to be commercially reasonablethe Issuer’s transfer agent, if any, with respect to the Pledged Collateral, or, if the Agent hires Issuer transfers its own securities, a firm of regional or national reputation that is engaged notation in the business appropriate records of rendering investment banking the Issuer; (C) to be obtained from the purchasers a signed written agreement that the Pledged Collateral will not be sold without registration or other compliance with the requirements of the Securities Act; and brokerage services (D) to solicit be delivered to the purchasers a signed written agreement of the Company and the Issuer that such offers purchasers shall be entitled to the rights of the Secured Parties pursuant to this Section 11. (c) In the event of any such sale, the Company does hereby consent and facilitate the sale agree that no Secured Party shall incur any responsibility or liability for selling all or any part of the Pledged SharesCollateral at a price which the Secured Parties, then in their sole and absolute discretion, may deem reasonable under the Agent’s acceptance of circumstances, notwithstanding the highest offer possibility that a substantially higher price might be realized if the sale were public and deferred until after registration as aforesaid. In such event, (including its own offer, or A) the offer of any of the Lenders at any such sale) obtained through such efforts of such firm sale shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent in all respects, (B) the Company shall not be under entitled to a credit against the Obligations in an amount in excess of the purchase price, and (C) no Secured Party shall incur any obligation liability or responsibility to delay the Company in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Company recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange, and that a sale by the Secured Parties of any such Pledged Collateral for an amount substantially less than a pro rata share of the Pledged Shares for fair market value of the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as issuer’s assets minus liabilities may be necessary to make such sales or resales of any portion or all commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledged Collateral that is privately traded.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree Debtor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “"accredited investors” " within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s 's acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Benefited Parties at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors Debtor further agree agrees to do or cause to be done, to the extent that the Debtors Debtor may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ Debtor's expense.

Private Sales. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 (athe “Securities Act”) In view of the fact that and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may as in effect from time to time attempt time, the Administrative Agent may be compelled, with respect to sell any sale of all or any part of the Pledged Shares by a private sale in Equity Interests pledged hereunder conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more Persons who will represent and agree agree, among other things, to acquire such Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that they are “accredited investors” within any such private sales may be made in such manner and under such circumstances as the meaning of Regulation D promulgated Administrative Agent may deem reasonably necessary or advisable, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doingand, the Agent may solicit offers for the Pledged Sharesnotwithstanding such circumstances, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Administrative Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Equity Interests pledged hereunder for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Equity Interests pledged hereunder, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Grantor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Equity Interests pledged hereunder may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such issuer would agree Equity Interests to do somore than one offeree. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale If WorldCom shall determine to exercise its right to sell any or all of the Pledged Shares Stock pursuant to Section 8 hereof, and if in the opinion of WorldCom it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, Pledgor will cause the Issuer thereof to (1) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be cone all such other acts as may be, in the opinion of WorldCom, necessary or advisable to register the Pledged Stock, or that portion thereof to be effected after an Event sold, under the provisions of Defaultthe Securities Act, Debtors agree that upon (2) to use its best efforts to cause the occurrence registration statement relating thereto to become effective and during to remain effective for a period of one year from the continuance date of an Event of Default, the Agent may from time to time attempt to sell all or any part first public offering of the Pledged Shares by a private sale Stock, or that portion thereof to be sold, and (3) to make all amendments thereto and/or to the related prospectus which, in the nature opinion of a private placementWorldCom, restricting are necessary or advisable, all in conformity with the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning requirements of Regulation D promulgated pursuant to the Securities Act and the rules and regulations of 1933the Securities and Exchange Commission applicable thereto. Pledgor agrees to cause the such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which WorldCom shall designate and to make available to its security holders, as amended soon as practicable, an earnings statement (which need not be audited) which will satisfy the “provisions of Section 11(a) of the Securities Act”). (b) Pledgor recognizes that WorldCom may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in process and other terms less favorable than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent WorldCom shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities Issuer thereof to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer would agree to do so. (bc) The Debtors Pledgor further agree agrees to use its best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales of all or resales of any portion or all of the Collateral Pledged Stock pursuant to this Section valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards requirements of law. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to WorldCom and all courtsSubsidiaries, arbitrators or governmental instrumentalitiesthat WorldCom and Subsidiaries have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over that each and every covenant contained in this Section shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no Event of Default has occurred under the Debtors’ expenseIndemnity Agreement.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree each Debtor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “"accredited investors” " within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doing, the 26 <PAGE> Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s 's acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Benefited Parties at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares (to the extent applicable) for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors Each Debtor further agree agrees to do or cause to be done, to the extent that the Debtors such Debtor may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ ' sole expense.

Private Sales. (a) In view The Company recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of the fact that Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. The Company agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Collateral Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Collateral Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all or, in the reasonable opinion of the Collateral valid Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and binding to make all amendments to such instruments and documents which, in compliance the opinion of the Collateral Agent, are necessary or advisable, all in conformity with any the requirements of the Securities Act and all the rules and regulations of the Securities and Exchange Commission applicable laws, regulations, orders, writs, injunctions, decrees thereto. The Company further agrees to use its best efforts to cause such issuer or awards issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all courtsjurisdiction which the Collateral Agent shall designate and, arbitrators if required, to cause such issuer or governmental instrumentalitiesissuers to make available to its security holders, domestic or foreignas soon as practicable, having jurisdiction over any such sale or sales, all at an earnings statement (which need not be audited) which will satisfy the Debtors’ expenseprovisions of Section 11(a) of the Securities Act.

Private Sales. (a) In view Each Pledgor recognizes that, by reason of certain prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Defaultas in effect from time to time, the Agent may from time be compelled, with respect to time attempt to sell any sale of all or any part of the Pledged Shares by a private sale in Equity Interests conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more persons who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant agree, among other things, to acquire such Pledged Equity Interests for their own account, for investment and not with a view to the Securities Act of 1933, distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for deem necessary or advisable in its sole and absolute discretion, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Pledged SharesSecurities Act), or any part thereofand, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonablenotwithstanding such circumstances, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Equity Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Agent accepts the first offer received and does not offer such issuer would agree Pledged Equity Interests to do somore than one offeree. (b) The Debtors further agree to do or Each Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Agent and the other Secured Parties, that the Debtors may do so under applicable lawAgent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgors.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of NMLP, the fact Holding Company and each General Partner Pledgor recognize that applicable securities laws the Administrative Agent may impose certain restrictions on the method by which be unable to effect a public sale of any or all the NMLP Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of DefaultInterests, the Agent may from time to time attempt to sell all Holding Company Pledged Interests or any part the General Partner Pledgor Pledged Interests, by reason of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the Distribution or resale thereof. In so doingNMLP, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Holding Company and each General Partner Pledgor acknowledge and agree that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale) obtained through such efforts of such firm . The Administrative Agent shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any no obligation to delay a sale of any of the NMLP Pledged Shares Interests, the Holding Company Pledged Interests or General Partner Pledgor Pledged Interests for the period of time necessary to permit NMLP, the issuer of such securities Holding Company or the General Partner Pledgors to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer NMLP, the Holding Company or the General Partner Pledgors would agree to do so. (b) The Debtors NMLP, the Holding Company and each General Partner Pledgor further agree to use their best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral NMLP Pledged Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests pursuant to this Section 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that neither NMLP nor the Holding Company nor any General Partner Pledgor shall be under any obligation to register the NMLP Pledged Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. NMLP, regulations, orders, writs, injunctions, decrees or awards the Holding Company and each General Partner Pledgor further agree that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to the Administrative Agent, that the Administrative Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 11 shall be specifically enforceable against NMLP, arbitrators the Holding Company and each General Partner Pledgor, and NMLP, the Holding Company and each General Partner Pledgor hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred with respect to the NMLP Obligations, the Holding Company Obligations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseGeneral Partner Pledgor Obligations.

Private Sales. (a) In view The Pledgor recognizes that the Collateral ------------- Agent may be unable to effect a public sale of any or all of the fact that applicable securities laws may impose Collateral by reason of certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933and applicable state securities laws or otherwise, and may resort, as amended (permitted under Article 585 of the “Securities Act”)Argentine Commercial Code, and are purchasing to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to the Collateral Agent than if such efforts sale were a public sale and agrees that such circumstances shall not, in and of themselves, result in a determination that such firm shall be deemed to be sale was not made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Collateral Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Collateral for the period of time necessary to permit the issuer of such securities Company to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer the Company would agree to do so. (b) The Debtors Pledgor further agree agrees to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral pursuant to this Pledge Agreement valid and binding and in compliance with any or all applicable provisions of the certificate of incorporation and by-laws or other organizational or governing documents of the Company, and all applicable laws, regulationstreaties, ordersrules or regulations or determinations of an arbitrator or a court or other governmental authority. The Pledgor authorizes the Collateral Agent to disclose information regarding the Pledgor, writsMaker and Company in the Collateral Agent's possession to a potential buyer of the Collateral in foreclosure sale, injunctions, decrees or awards provided that such buyer agrees to keep such information confidential. The Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to the Sellers, that the Collateral Agent, on behalf of the Sellers has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 10 shall be specifically enforceable against the Pledgor, arbitrators and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing or governmental instrumentalities, domestic prior payment or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseprior performance.

Private Sales. (a) In view Each Pledgor recognizes that, by reason of certain prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may as in effect from time to time attempt time, the Collateral Agent may be compelled, with respect to sell any sale of all or any part of the Pledged Shares by a private sale in Interests conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more Persons who will represent and agree agree, among other things, to acquire such Pledged Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that they are “accredited investors” within any such private sales may be made in such manner and under such circumstances as the meaning of Regulation D promulgated Collateral Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and are purchasing for investment only agrees that the Collateral Agent shall have no obligation to conduct any public sales and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such issuer would agree Pledged Interests to do somore than one offeree. (b) The Debtors further agree to do or Each Pledgor agrees that a breach of any of the covenants contained in this Section will cause to be done, irreparable injury to the extent Collateral Agent and the other Secured Parties, that the Debtors may do so under applicable lawCollateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, all such other reasonable acts as a consequence, that each and things as may every covenant contained in this Section shall be necessary to make such sales or resales of any portion or all of specifically enforceable against the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledgors.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree each Debtor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “"accredited investors” " within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s 's acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Benefited Parties at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares (to the extent applicable) for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Collateral Agent may be effected compelled, at any time after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell conduct any sale of all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in its sole and absolute discretion, as amended including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the “Securities Act”), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and are purchasing for investment only agrees that the Collateral Agent shall have no obligation to conduct any public sales and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such issuer would agree Pledged Interests to do somore than one offeree. (b) The Debtors further agree Each Pledgor agrees to use [***] efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales or resales of any portion or all of the Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of Law. Each Pledgor agrees that a breach of any of the covenants contained in this Section 6.5 will cause irreparable injury to the Collateral Agent and all courtsthe other Secured Parties, arbitrators or governmental instrumentalitiesthat the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over any such sale or sales, all at that each and every covenant contained in this Section 6.5 shall be specifically enforceable against the Debtors’ expensePledgors.

Private Sales. (a) In view of The Grantors recognize that the fact that applicable securities laws Collateral Agent may impose certain restrictions on the method by which be unable to effect a public sale of the Pledged Shares Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors purchasers. The Grantors agree that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Collateral Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further . Subject to the foregoing, the Collateral Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and the Grantors agree to use their best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Grantors’ expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all or, in the reasonable opinion of the Collateral valid Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and binding to make all amendments to such instruments and documents which, in compliance the opinion of the Collateral Agent, are necessary or advisable, all in conformity with any the requirements of the Securities Act and all the rules and regulations of the Securities and Exchange Commission applicable laws, regulations, orders, writs, injunctions, decrees thereto. The Grantors further agree to use their best efforts to cause such issuer or awards issuers to comply with the provisions of the securities or “Blue Sky” laws of any and all courtsjurisdiction which the Collateral Agent shall designate and, arbitrators if required, to cause such issuer or governmental instrumentalitiesissuers to make available to its security holders, domestic or foreignas soon as practicable, having jurisdiction over any such sale or sales, all at an earnings statement (which need not be audited) which will satisfy the Debtors’ expenseprovisions of Section 11(a) of the Securities Act.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree each Debtor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Collateral Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders Benefited Parties at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Shares (to the extent applicable) for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors Each Debtor further agree agrees to do or cause to be done, to the extent that the Debtors such Debtor may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ sole expense.

Private Sales. (a) In view of the fact The Borrower recognizes that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Interests, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Borrower acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale) obtained through such efforts of such firm . Agent shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Borrower to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Borrower would agree to do so. (b) The Debtors From and after the occurrence, and during the continuation, of an Event of Default, the Borrower further agree agrees to use its best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this Section 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that the Borrower shall not be under any obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, regulations, orders, writs, injunctions, decrees or awards . The Borrower further agrees that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 11 shall be specifically enforceable against, arbitrators or governmental instrumentalitiesthe Borrower, domestic or foreignsubject to bankruptcy, having jurisdiction over insolvency, moratorium, and other similar laws of general applicability affecting creditor’s rights and general equity principles, and the Borrower hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no default has occurred with respect to the Debtors’ expenseObligations.

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Pledgee may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all Stock or any part of the Pledged Shares Interests, by a private sale reason of certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended 1933 (the “"Securities Act”)") and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to the Pledgee than if such efforts sale were a public sale and agrees that such circumstances shall not, in and of themselves, result in a determination that such firm shall be deemed to be sale was not made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Pledgee shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock or the Pledged Interests for the period of time necessary to permit the issuer of such securities Companies to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer the Pledgor would agree to do so. (b) The Debtors further agree Upon the occurrence of an Event of Default and at Pledgee's request, the Pledgor agrees to do or use the Pledgor's best efforts to cause the Companies to disseminate publicly all information required to be done, disseminated pursuant to the extent Securities Exchange Act of 1934, as amended, in the event that the Debtors may do so Companies or the Pledgor is required to file reports under applicable lawsuch Act, all or to otherwise make available such other reasonable acts and things information as may be necessary to make such sales permit the public or resales of any portion or all private sale of the Collateral valid and binding and in compliance accordance with any and all applicable laws, regulations, orders, writs, injunctions, decrees the terms of this Pledge Agreement. The Pledgor further agrees to use the Pledgor's best efforts to cause the Companies to cooperate with the Pledgee in taking whatever additional action may be required to effect such public or awards private sale of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseCollateral.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of the Pledged Shares Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be effected after an Event compelled to resort to one or more private sales thereof to a restricted group of Default, Debtors agree purchasers. Each Pledgor agrees that upon the occurrence any such private sales may be at prices and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant other terms less favorable to the Securities Act of 1933, as amended (the “Securities Act”), seller than if sold at public sales and are purchasing for investment only and that such private sales shall not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other federal banking or other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and each Pledgor agrees to use its best efforts to cause the issuer or issuers of its respective Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Pledgor's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such sales or resales of any portion or all instruments and documents which, in the opinion of the Collateral valid and binding and in compliance with any and all applicable lawsAgent, regulations, orders, writs, injunctions, decrees are necessary or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or salesadvisable, all at in conformity with the Debtors’ expenserequirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.

Private Sales. (a) In view If the Administrative Agent shall determine that in order to exercise its right to sell any or all of the fact that applicable securities laws may impose certain restrictions on Collateral it is necessary or advisable to have such Collateral registered under the method by which a sale provisions of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933(any such Collateral, as amended (the “Restricted Securities ActCollateral”), the relevant Grantor will cause each applicable Issuer (and the officers and directors thereof) to (i) execute and deliver all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Restricted Securities Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Restricted Securities Collateral, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are purchasing necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to use commercially reasonable efforts to cause each applicable Issuer (and the officers and directors thereof) to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section II (a) of the Securities Act. (b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Investment Property and Partnerships/LLC Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation Each Grantor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable than if such efforts of sale were a public sale and, notwithstanding such firm circumstances, agrees that any such private sale shall not be deemed to be have been made in a non-commercially reasonable method of disposition of such Pledged Sharesmanner because it is conducted as a private sale. The Administrative Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Investment Property and Partnerships/LLC Interests for the period of time necessary to permit the issuer of such securities Issuer thereof to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer Issuer would agree to do so. (bc) The Debtors further agree Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales of all or resales of any portion or all of the Collateral Investment Property and Partnerships/LLC Interests valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards other Applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.3 will cause irreparable injury to the Administrative Agent and all courtsthe Lenders, arbitrators or governmental instrumentalitiesthat the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over that each and every covenant contained in this Section 5.3 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no Event of Default has occurred under the Debtors’ expenseCredit Agreement.

Private Sales. (a) In view of the fact The Borrower recognizes that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event Interests, by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)amended, and are purchasing applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Borrower acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale) obtained through such efforts of such firm . Agent shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities Borrower to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act of 1933, as amended, or under any applicable state securities laws, even if such issuer the Borrower would agree to do so. (b) The Debtors From and after the occurrence, and during the continuation, of an Event of Default, the Borrower further agree agrees to use its best efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Interests pursuant to this Section 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, however, that the Borrower shall not be under any obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, regulations, orders, writs, injunctions, decrees or awards . The Borrower further agrees that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and all courtsevery covenant contained in this Section 11 shall be specifically enforceable against the Borrower, arbitrators or governmental instrumentalitiessubject to bankruptcy, domestic or foreigninsolvency, having jurisdiction over moratorium, and other similar laws of general applicability affecting creditor’s rights and general equity principles, and the Borrower hereby waives and agrees not to assert any defenses against an action for specific performance of such sale or sales, all at covenants except for a defense that no default has occurred with respect to the Debtors’ expenseObligations.

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Pledgee may impose certain restrictions on the method by which be unable to effect a public sale of any or all the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all Stock or any part of the Pledged Shares Interests, by a private sale reason of certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended 1933 (the “"Securities Act”)") and applicable state securities laws or otherwise, and are purchasing may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment only and not for distributionwith a view to the distribution or resale thereof. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Pledgor acknowledges and agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sale may result in prices and other terms less favorable to the Pledgee than if such efforts sale were a public sale and agrees that such circumstances shall not, in and of themselves, result in a determination that such firm shall be deemed to be sale was not made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent Pledgee shall not be under any no obligation to delay a sale of any of the Pledged Shares Stock or the Pledged Interests for the period of time necessary to permit the issuer of such securities Companies to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any applicable state securities laws, even if such issuer the Pledgor would agree to do so. (b) Upon the occurrence of an Event of Default and at Pledgee's request, the Pledgor agrees to use the Pledgor's best efforts to cause the Companies to disseminate publicly all information required to be disseminated pursuant to the Securities Exchange Act of 1934, as amended, in the event that the Companies or the Pledgor is required to file reports under such Act, or to otherwise make available such information as to permit the public or private sale of the Collateral in accordance with the terms of this Pledge Agreement. The Debtors Pledgor further agree agrees to use the Pledgor's best efforts to cause the Companies to cooperate with the Pledgee in taking whatever additional action may be required to effect such public or private sale of the Collateral. (c) The Pledgor further agrees to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such any sale or sales of all or resales of any portion or all of the Collateral Pledged Stock or the Pledged Interests pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable lawsRequirements of Law. The Pledgor further agrees that a breach of the covenant contained in this paragraph 9(c) will cause irreparable injury to the Pledgee, regulationsthat the Pledgee has no adequate remedy at law in respect of such breach and, ordersas a consequence, writsthat such covenant shall be specifically enforceable against the Pledgor, injunctions, decrees or awards and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensecovenant.

Private Sales. (a) In view of The Pledgor recognizes that the fact that applicable securities laws Agent may impose certain restrictions on the method by which be unable to effect a public sale of the Pledged Shares may be effected after an Event Stock pledged to it hereunder by reason of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale certain prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distributionother applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation The Pledgor agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such efforts of such firm private sales shall not by reason thereof be deemed not to be have been made in a commercially reasonable method of disposition of such Pledged Sharesmanner. The Agent shall not be under any no obligation to delay a sale of any of the Pledged Shares such Stock for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, for public sale under the Securities Act Act, or under any such other applicable state securities laws, even if such the issuer would agree to do so. (b) The Debtors further agree . Subject to the foregoing, the Agent agrees that any sale of the Stock pledged to it hereunder shall be made in a commercially reasonable manner, and the Pledgor agrees to use its best efforts to cause the issuer or issuers of such Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such sales instruments and documents which, in the opinion of the Agent, are necessary or resales advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any portion jurisdiction which the Agent shall designate and, if required, to cause such issuer or all issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expenseSecurities Act.

Private Sales. (a) In view Pledgor recognizes that, by reason of certain prohibitions contained in the fact that Securities Act and applicable state securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may as in effect from time to time attempt time, the Collateral Agent may be compelled, with respect to sell any sale of all or any part of the Pledged Shares by a private sale in Equity Interests conducted without registration or qualification under the nature of a private placementSecurities Act and such state securities laws, restricting the bidders and prospective to limit purchasers to those any one or more persons who will represent and agree agree, among other things, to acquire such Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that they are “accredited investors” within any such private sales may be made in such manner and under such circumstances as the meaning of Regulation D promulgated Collateral Agent may deem necessary or advisable, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doingand, the Agent may solicit offers for the Pledged Sharesnotwithstanding such circumstances, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation agrees that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Collateral Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Equity Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid Agent accepts the first offer received and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any does not offer such sale or sales, all at the Debtors’ expenseEquity Interests to more than one offeree.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Collateral Agent may be effected compelled, at any time after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell conduct any sale of all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in its sole and absolute discretion, as amended including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the “Securities Act”), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and are purchasing for investment only agrees that the Collateral Agent shall have no obligation to conduct any public sales and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such issuer would agree Pledged Interests to do somore than one offeree. (b) The Debtors further agree Each Pledgor agrees to use commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales or resales of any portion or all of the Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of Law. Each Pledgor agrees that a breach of any of the covenants contained in this Section 6.5 will cause irreparable injury to the Collateral Agent and all courtsthe other Secured Parties, arbitrators or governmental instrumentalitiesthat the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over any such sale or sales, all at that each and every covenant contained in this Section shall be specifically enforceable against the Debtors’ expensePledgors.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale Whether or not any of the Pledged Shares may be effected after an Event Collateral has been effectively registered under the Securities Act of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default1933 or other applicable laws, the Agent may from time to time attempt to Secured Parties may, in their sole and absolute discretion, sell all or any part of the Pledged Shares by a Collateral at private sale in such manner and under such circumstances as Secured Parties may deem necessary or advisable. (b) Without limiting the generality of the foregoing, in any such event the Secured Parties, in their sole and absolute discretion: (i) may proceed to make such private sale notwithstanding that a registration statement for the purposes of registering such Pledged Collateral or such part thereof shall have been filed under such Securities Act; (ii) may approach and negotiate with a restricted number of potential purchasers to effect such sale; and (iii) may restrict such sale to purchasers as to their number, nature of a private placementbusiness and investment intention including, restricting the bidders and prospective without limitation, to purchasers to those who each of whom will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act satisfaction of 1933the Secured Parties that such purchaser is purchasing for its own account, as amended (the “Securities Act”)for investment, and are purchasing for investment only and not for distribution. In so doing, with a view to the Agent may solicit offers for the distribution or sale of such Pledged Shares, Collateral or any part thereof, from it being understood that the Administrative Agent may require the Company, and the Company hereby agrees upon the written request of the Administrative Agent, to cause: (A) a limited number of investors who might legend or legends to be interested in purchasing placed on the certificates to be delivered to such purchasers to the effect that the Pledged Shares. Without limiting Collateral represented thereby have not been registered under the methods Securities Act and setting forth or manner referring to restrictions on the transferability of disposition which could be determined such securities; (B) the issuance of stop transfer instructions to be commercially reasonablethe Issuer's transfer agent, if any, with respect to the Pledged Collateral, or, if the Agent hires Issuer transfers its own securities, a firm of regional or national reputation that is engaged notation in the business appropriate records of rendering investment banking the Issuer; (C) to be obtained from the purchasers a signed written agreement that the Pledged Collateral will not be sold without registration or other compliance with the requirements of the Securities Act; and brokerage services (D) to solicit be delivered to the purchasers a signed written agreement of the Company and the Issuer that such offers purchasers shall be entitled to the rights of the Secured Parties pursuant to this Section 11. (c) In the event of any such sale, the Company does hereby consent and facilitate the sale agree that no Secured Party shall incur any responsibility or liability for selling all or any part of the Pledged SharesCollateral at a price which the Secured Parties, then in their sole and absolute discretion, may deem reasonable under the Agent’s acceptance of circumstances, notwithstanding the highest offer possibility that a substantially higher price might be realized if the sale were public and deferred until after registration as aforesaid. In such event, (including its own offer, or A) the offer of any of the Lenders at any such sale) obtained through such efforts of such firm sale shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent in all respects, (B) the Company shall not be under entitled to a credit against the Obligations in an amount in excess of the purchase price, and (C) no Secured Party shall incur any obligation liability or responsibility to delay the Company in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Company recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange, and that a sale by the Secured Parties of any such Pledged Collateral for an amount substantially less than a pro rata share of the Pledged Shares for fair market value of the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as issuer's assets minus liabilities may be necessary to make such sales or resales of any portion or all commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expensePledged Collateral that is privately traded.

Private Sales. (a) In view Each Pledgor recognizes that, by reason of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale prohibitions contained in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), and are purchasing for investment only and not for distribution. In so doingapplicable state securities laws as in effect from time to time, the Administrative Agent may solicit offers for the Pledged Sharesbe compelled, with respect to any sale of all or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged SharesAssets conducted without registration or qualification under the Securities Act and such state securities laws, then to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such Pledged Assets for their own account, for investment and not with a view to the Agent’s acceptance of the highest offer (including its own offer, distribution or the offer of any of the Lenders at resale thereof. Each Pledgor acknowledges that any such sale) obtained private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms less favorable than those obtainable through a public sale without such efforts of restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such firm circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of such Pledged Shares. The manner and agrees that the Administrative Agent shall not be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Shares Assets for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Assets, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Assets may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Administrative Agent accepts the first offer received and does not offer such issuer would agree Pledged Assets to do somore than one offeree. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.

Private Sales. (a) In view of Each Pledgor recognizes that the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares Collateral Agent may be effected compelled, at any time after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell conduct any sale of all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in its sole and absolute discretion, as amended including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the “Securities Act”), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and are purchasing for investment only agrees that the Collateral Agent shall have no obligation to conduct any public sales and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined no obligation to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate delay the sale of the any Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares Interests for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, its registration for public sale under the Securities Act or under any and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such issuer would agree Pledged Interests to do somore than one offeree. (b) The Debtors further agree Each Pledgor agrees to use commercially reasonable efforts to do or cause to be done, to the extent that the Debtors may do so under applicable law, done all such other reasonable acts and things as may be necessary to make such sale or sales or resales of any portion or all of the Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of Law. Each Pledgor agrees that a breach of any of the covenants contained in this Section 6.5 will cause irreparable injury to the Collateral Agent and all courtsthe other Secured Parties, arbitrators or governmental instrumentalitiesthat the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, domestic or foreignas a consequence, having jurisdiction over any such sale or sales, all at that each and every covenant contained in this Section 6.5 shall be specifically enforceable against the Debtors’ expensePledgors.

Private Sales. (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, the Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so. (b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.