Common use of Private Sales Clause in Contracts

Private Sales. (a) Pledgor recognizes that Seatac may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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.

Private Sales. (a1) Pledgor NMLP recognizes that Seatac Agent may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor NMLP acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public 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 virtue of such private sale. Seatac Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof NMLP to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer NMLP would agree to do so. (b2) Pledgor NMLP further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, except however, that Pledgor NMLP shall not be obligated under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state or federal securities laws. Pledgor NMLP further agrees that a breach of any of the covenants contained in this Section paragraph 11 will cause irreparable injury to SeatacAgent, that Seatac Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 paragraph 11 shall be specifically enforceable against PledgorNMLP, and Pledgor NMLP 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 default has occurredoccurred with respect to the NMLP Obligations.

Private Sales. (a) Pledgor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged InterestsSecurities, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests Securities for the period of time necessary to permit the applicable Issuer thereof or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Issuers or Pledgor would agree to do so. (b) Pledgor further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Securities pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to SeatacLender, that Seatac 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 9 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 occurredoccurred 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, 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. 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 was less than the aggregate amount of the Debt, even if Lender accepts the first 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. (d) The Code states that the Lender is able to purchase the Pledged Securities only if they are sold at a public sale. Lender has advised Pledgor 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 Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Lender has complied with its obligations under Article 9. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Lender’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 Code; (ii) will be considered commercially reasonable notwithstanding that the Lender has not registered or sought to register the Pledged Securities under the Securities Laws, even if Pledgor or Issuer agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Lender purchases the Pledged Securities at such a sale. (e) Pledgor agrees that Lender 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 Lender pursuant to this Agreement. Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Lender conducts the foreclosure sale in the State of New York, (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York, (iii) Not more than ten (10) days before, and not less than five (5) days in advance of the foreclosure sale, Lender notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or if the New York Times and Wall Street Journal are no longer publishing, such other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) Pledgor The Borrower recognizes that Seatac Agent may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor The Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public 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 virtue of such private sale. Seatac Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer the Borrower would agree to do so. (b) Pledgor The Borrower further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, except however, that Pledgor the Borrower shall not be obligated under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state or federal securities laws. Pledgor The Borrower further agrees that a breach of any of the covenants contained in this Section paragraph 11 will cause irreparable injury to SeatacAgent, that Seatac Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 paragraph 11 shall be specifically enforceable against Pledgorthe Borrower, and Pledgor the Borrower 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 default has occurredoccurred with respect to the Obligations.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsApplicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders not compensable in damages, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that to the greatest extent permitted by law each and every covenant contained in this Section 9 shall be specifically enforceable against the Pledgor, and to the greatest extent permitted by law 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Each Pledgor recognizes that Seatac may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and Lender may be compelled to resort to one or more private sales thereof of any or all of the Pledged Collateral to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Lender than if such sale were a public 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 virtue of such private salereasonable manner. Seatac The Lender shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer thereof Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Issuers would agree to do so. (b) Each Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Pledge Agreement valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Each Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatacthe Lender, that Seatac has the Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against each Pledgor, and each 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Security Trustee may be unable to effect a public sale of any or all the Pledged InterestsStock, 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 restricted purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Security Trustee shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further . Each Grantor agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Vicis may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac Vicis shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to SeatacVicis, that Seatac Vicis has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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.

Private Sales. (a) Pledgor recognizes that Seatac Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Interests, Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Interests Equity for the period of time necessary to permit the applicable Issuer thereof Garage Mortgage Borrower or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Garage Mortgage Borrower or Pledgor would agree to do so. (b) Pledgor further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Equity pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacMezzanine Lender, that Seatac Mezzanine 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 9 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 covenants. (c) Mezzanine 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, 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 or that are not customarily sold in a recognized market. Pledgor hereby waives any claims against Mezzanine 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 was less than the aggregate amount of the Obligations, even if Mezzanine Lender accepts the first offer received and does not offer any Collateral to more than one offeree. (d) The Uniform Commercial Code states that Mezzanine Lender is able to purchase the Pledged Equity only if it is sold at a public sale. Mezzanine Lender has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC 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, as amended. The Uniform Commercial Code permits Pledgor to agree on the standards for determining whether Mezzanine Lender has complied with its obligations under Article 9 of the Uniform Commercial Code. Pursuant to the Uniform Commercial Code, Pledgor specifically agrees (i) that it shall not raise any objection to Mezzanine Lender’s purchase of the Pledged Equity (through bidding on the obligations or otherwise), and (ii) that a defense foreclosure sale conducted in conformity with the principles set forth in the aforementioned No-Action Letters (A) shall be considered to be a “public” sale for purposes of the Uniform Commercial Code; (B) will be considered commercially reasonable notwithstanding that no Event Mezzanine Lender has not registered or sought to register the Pledged Equity under the Securities Act of Default has occurred1933, as amended, or under applicable state securities laws, even if Pledgor or Garage Mortgage Borrower agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Mezzanine Lender purchases the Pledged Equity at such a sale. (e) Pledgor agrees that Mezzanine Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Equity sold by Mezzanine Lender pursuant to this Agreement. Mezzanine Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Mezzanine Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale:

Private Sales. (a) Each Pledgor recognizes that Seatac the Agent may be unable compelled, at any time after the occurrence and during the continuance of an Event of Default, to effect a public conduct any sale of all or any or all part of the Pledged Interests, by reason of certain prohibitions contained in Interests without registering or qualifying such Pledged Interests under the Securities Act and of 1933, as amended (the “Securities Act”), and/or any 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 in effect at such securities for their own account for investment and not with a view to the distribution or resale thereoftime. Each Pledgor acknowledges and agrees that any such private sale sales may result be made in such manner and under such circumstances as the Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and other on terms that might be less favorable than if such sale were 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 private sale shall not be deemed not to have been made in a commercially unreasonable reasonable manner solely by virtue of such because it was conducted as a private sale. Seatac , and agrees that the Agent shall be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities its registration for public sale under the Securities Act, or under Act and applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated have any responsibility or liability as a result of its election so not to register conduct any such public sales or delay the sale of any Pledged Interests under state or federal securities laws. Pledgor further agrees Interests, notwithstanding the possibility that a breach of any of substantially higher price might be realized if the covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of sale were deferred until after such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgor, and 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 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 agrees does not offer such Pledged Interests to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurredmore than one offeree.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws Laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Subject to the Financing Orders, each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent, the Lenders and each of the other Secured Parties, that Seatac has the Administrative Agent, the Lenders and each of the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged Interests, Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwiseotherwise or may determine that a public sale is impracticable, and not desirable or not commercially reasonable and, accordingly, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, laws even if such Issuer issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 6.5 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants covenant contained in this Section 6.5 will cause irreparable injury to Seatacthe Administrative Agent and other Secured Parties, that Seatac has the Administrative Agent and the other 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 9 6.5 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives and agrees not to assert any defenses defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurredoccurred under the Second Lien Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent and the Secured Parties, that Seatac has the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Indenture.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, Laws even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Interests, Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Interests Equity for the period of time necessary to permit the applicable Issuer thereof Tower Mortgage Borrower or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Tower Mortgage Borrower or Pledgor would agree to do so. (b) Pledgor further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Equity pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacMezzanine Lender, that Seatac Mezzanine 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 9 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 covenants. (c) Mezzanine 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, 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 or that are not customarily sold in a recognized market. Pledgor hereby waives any claims against Mezzanine 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 was less than the aggregate amount of the Obligations, even if Mezzanine Lender accepts the first offer received and does not offer any Collateral to more than one offeree. (d) The Uniform Commercial Code states that Mezzanine Lender is able to purchase the Pledged Equity only if it is sold at a public sale. Mezzanine Lender has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC 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, as amended. The Uniform Commercial Code permits Pledgor to agree on the standards for determining whether Mezzanine Lender has complied with its obligations under Article 9 of the Uniform Commercial Code. Pursuant to the Uniform Commercial Code, Pledgor specifically agrees (i) that it shall not raise any objection to Mezzanine Lender’s purchase of the Pledged Equity (through bidding on the obligations or otherwise), and (ii) that a defense foreclosure sale conducted in conformity with the principles set forth in the aforementioned No-Action Letters (A) shall be considered to be a “public” sale for purposes of the Uniform Commercial Code; (B) will be considered commercially reasonable notwithstanding that no Event Mezzanine Lender has not registered or sought to register the Pledged Equity under the Securities Act of Default has occurred1933, as amended, or under applicable state securities laws, even if Pledgor or Tower Mortgage Borrower agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Mezzanine Lender purchases the Pledged Equity at such a sale. (e) Pledgor agrees that Mezzanine Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Equity sold by Mezzanine Lender pursuant to this Agreement. Mezzanine Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Mezzanine Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Mezzanine Lender conducts the foreclosure sale in the State of New York; (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York; (iii) Not less than ten (10) days in advance of the foreclosure sale, Mezzanine Lender notifies Pledgor at the addresses set forth herein of the time and place of such foreclosure sale; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City, New York or such other New York State Court in the City and County of New York having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m.; (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or The Wall Street Journal (or such other newspaper widely circulated in New York, New York) and the Wilmington News Journal (or such other daily newspaper widely circulated in the State of Delaware) for seven (7) consecutive days prior to the date of the foreclosure sale; and (vi) Mezzanine Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements filed in the filing offices located in the States of Delaware and New York conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the applicable Issuer would agree to do so. (b) The Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Paragraph 10 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsApplicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section Paragraph 10 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders not compensable in damages, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 Paragraph 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 covenants except for a defense that no Event of Default has occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor The Employee recognizes that Seatac that, in the absence of registration under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, the Company may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, otherwise and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor The Employee acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Company shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor The Employee further agrees to use its his best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section paragraph 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor The Employee further agrees that a breach of any of the covenants contained in this Section paragraph 9 will cause irreparable injury to Seatacthe Company, that Seatac the Company has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section paragraph 9 shall be specifically enforceable against Pledgorthe Employee, and Pledgor the Employee 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 occurredcovenants.

Private Sales. (a) The Pledgor recognizes that Seatac the Secured Party may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable any Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatacthe Secured Party and the Lenders, that Seatac has the Secured Party and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor NMLP recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor NMLP acknowledges and agrees that 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 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 virtue of such private sale. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof NMLP to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer NMLP would agree to do so. (b) Pledgor NMLP further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, except however, that Pledgor NMLP shall not be obligated under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state or federal securities laws. Pledgor NMLP further agrees that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to Seatacthe Administrative Agent, that Seatac the Administrative Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 11 shall be specifically enforceable against PledgorNMLP, and Pledgor NMLP 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 default has occurredoccurred with respect to the NMLP Obligations.

Private Sales. (a) Pledgor a. The Company recognizes that Seatac the Bank may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor The Company acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Bank than if such sale were a public 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 virtue of such private sale. Seatac The Bank shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the Issuer would agree to do so. (b) Pledgor b. The Company further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section PARAGRAPH 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor The Company further agrees that a breach of any of the covenants contained in this Section PARAGRAPH 9 will cause irreparable injury to Seatacthe Bank, that Seatac the Bank has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section PARAGRAPH 9 shall be specifically enforceable against Pledgorthe Company, and Pledgor the Company 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 occurredoccurred or is continuing under the Loan Agreement.

Private Sales. (ai) Upon request by Lender during the continuance of an Event of Default, Pledgor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof conducted in accordance with the Code to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledgor would agree to do so. (ba) Pledgor further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacLender, that Seatac 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 9 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 occurredoccurred or is currently continuing under the Guaranty, Loan Agreement, this Agreement or the other Loan Documents. (b) Lender shall not incur any liability as a result of the sale of any Pledged Interests, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Pledged Interests 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. Pledgor hereby waives any claims against Lender arising by reason of the fact that the price at which any of the Pledged Interests 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 Pledgor’s Obligations, even if Lender accepts the first offer received and does not offer any Collateral to more than one offeree. Notwithstanding the foregoing, such private sale shall be conducted in a commercially reasonable manner. (c) The Code states that Lender is able to purchase the Pledged Interests only if they are sold at a public sale. Lender has advised Pledgor that Securities and Exchange Commission (“SEC”) staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933, as amended. The Code permits Pledgor to agree on the standards for determining whether Lender has complied with its obligations under Article 9 of the Code. Pursuant to the Code, Pledgor specifically agrees that it shall not raise any objection to Lender’s purchase of the Pledged Interests (through bidding on the Pledgor’s Obligations or otherwise), in conformity with the principles set forth in the aforementioned No-Action Letters based upon a contention that such sale was not a “public” sale for purposes of the Code. Pledgor further agrees that (i) the failure by Lender to register the Pledged Interests under the Securities Laws, even if Pledgor agrees to pay all costs of the registration process, and (ii) Lender’s purchase of the Pledged Interests at such a sale, in either case, shall not have any effect on the commercial reasonableness of such sale.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent and the Secured Parties, that Seatac has the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Senior Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Secured Party may be unable to effect a public sale of any or all the Pledged InterestsNotes, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not be deemed to have been made in a render such sale commercially unreasonable manner solely by virtue of such private saleunreasonable. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Pledged Interests Notes for the period of time necessary to permit the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Pledgor would agree to do so. (b) Any sale by the Secured Party of any of the Pledged Notes shall require fifteen (15) business days' prior notice to the Pledgor providing reasonable details with respect to such sale or, as the case may be, the procedures for such sale (it being agreed that such notice may run concurrently with any other notice required by law or hereunder) (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Notes pursuant to this section Section 8 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the other Secured Parties, that Seatac has the Administrative Agent and the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable favourable than if such sale were a public 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 virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent, the Lenders and each of the other Secured Parties, that Seatac has the Administrative Agent, the Lenders and each of the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit the applicable Issuer thereof Borrower or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Borrower or Pledgor would agree to do so. (b) Pledgor further agrees to shall use its best commercially reasonable good faith efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Company Interests pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacLender, that Seatac 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 9 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 covenants. (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, 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. (d) [Reserved] (e) Pledgor agrees that Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Lender pursuant to this Agreement. Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Lender’s right to conduct a defense foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that no Event any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Lender conducts the foreclosure sale in the State of Default has occurredFlorida, (ii) The foreclosure sale is conducted in accordance with the laws of the State of Florida, (iii) Not less than ten (10) days in advance of the foreclosure sale, Lender notifies Pledgor in writing at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of Florida and is conducted in front of a Florida State Court in the City of Miami, County of Miami-Dade, having jurisdiction over the Collateral on any business day between the hours of 9:00 a.m. and 5:00 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the Miami Herald and the Wall Street Journal (or such other daily newspaper widely circulated in Miami, Florida) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) Pledgor The Company recognizes that Seatac the Secured Party may be unable to effect a public sale or other disposition of any or all the Pledged Interests, Securities by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseof 1933, as amended (the “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 purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Pledgor acknowledges and The Company agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale and, notwithstanding such circumstances, agrees sales and that any such private sale sales shall not by reason thereof be deemed not to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Pledged Interests Securities for the period of time necessary to permit the applicable Issuer thereof issuer of such securities to register such securities for public sale under the Securities Act, or under such other federal banking or other applicable state securities laws, even if such Issuer the issuer would agree to do so. (b) Pledgor further . 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 commercially 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 Company’s expense, all such instruments and documents, and to do or cause to be done all such other 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 sale or sales of all or any portion instruments and documents which, in the opinion of the Pledged Interests pursuant to this section valid and binding and Secured Party, are necessary or advisable, all in compliance conformity with any and all other applicable the requirements of lawthe Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, except that Pledgor provided that, for the avoidance of doubt, neither the Company nor the Subsidiary shall not be obligated required to register the Pledged Interests Securities for resale under state or federal securities lawsthe Securities Act. Pledgor The Company further agrees that a breach to use its commercially reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or 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 covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredSecurities Act.

Private Sales. (a) Pledgor a. The Company recognizes that Seatac the Bank may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor The Company acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Bank than if such sale were a public 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 virtue of such private sale. Seatac The Bank shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the Issuer would agree to do so. (b) Pledgor b. The Company further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section PARAGRAPH 8 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor The Company further agrees that a breach of any of the covenants contained in this Section PARAGRAPH 8 will cause irreparable injury to Seatacthe Bank, that Seatac the Bank has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 PARAGRAPH 8 shall be specifically enforceable against Pledgorthe Company, and Pledgor the Company 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 occurredoccurred or is continuing under the Loan Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent and the Secured Parties, that Seatac has the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Indenture.

Private Sales. (a) Pledgor recognizes that Seatac Secured Party may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale conducted in accordance with the Code or other applicable law shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such being a private sale. Seatac Secured Party shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Issuers or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer the Issuers or Pledgor would agree to do so. (ba) Pledgor further agrees to shall use its best commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacSecured Party, that Seatac Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Note. (b) Secured Party 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. Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if Secured Party accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Secured Party has acted in a commercially reasonable manner in conducting such private sale and in accordance with the Code or other applicable laws. (c) The Code states that Secured Party is able to purchase the Pledged Interests only if they are sold at a public sale. Secured Party has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Secured Party has complied with its obligations under Article 9 of the Code. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Secured Party’s purchase of the Pledged Interests (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 Code; (ii) will be considered commercially reasonable notwithstanding that Secured Party has not registered or sought to register the Pledged Interests under the Securities Laws, even if Pledgor or any of the Issuers agree to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Secured Party purchases the Pledged Interests at such a sale. (d) Pledgor agrees that Secured Party shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Interests sold by Secured Party pursuant to this Agreement. Secured Party, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Secured Party’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Secured Party conducts the foreclosure sale in the State of Texas, (ii) The foreclosure sale is conducted in accordance with the laws of the State of Texas, (iii) Not more than ten (10) days before, and not less than five (5) days in advance of the foreclosure sale, Secured Party notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of Texas and is conducted in front of any Texas State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or if the New York Times and Wall Street Journal are no longer publishing, such other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Secured Party sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged Interests, Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwiseotherwise or may determine that a public sale is impracticable, and not desirable or not commercially reasonable and, accordingly, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, laws even if such Issuer issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 6.5 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants covenant contained in this Section 6.5 will cause irreparable injury to Seatacthe Collateral Agent and other Secured Parties, that Seatac has the Collateral Agent and the other 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 9 6.5 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives and agrees not to assert any defenses defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsApplicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders not compensable in damages, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that to the greatest extent permitted by law, each and every covenant contained in this Section 9 shall be specifically enforceable against the Pledgor, and to the greatest extent permitted by law 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged InterestsSecurities, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests Securities for the period of time necessary to permit the applicable Issuer thereof Pledgor or Sixth Mezzanine Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledgor or Sixth Mezzanine Borrower would agree to do so. (b) Pledgor further agrees to shall use its best commercially resonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Securities pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to SeatacLender, that Seatac 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 9 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 (x) no Event of Default has occurredoccurred under the Loan Agreement or (y) the Debt has been satisfied. Notwithstanding anything to the contrary contained in this clause (b), neither Pledgor nor Sixth Mezzanine Borrower shall be required to register any of its membership interests under the Securities Act of 1933. (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, 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. To the extent not prohibited by applicable law, Borrower 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 was less than the aggregate amount of the Debt, even if Lender accepts the first 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 and shall have given at least ten (10) days prior written notice to Borrower of such sale. (d) The Code states that Lender is able to purchase the Pledged Securities only if they are sold at a public sale. Lender has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Lender has complied with its obligations under Article 9 of the Code. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Lender’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 Code; (ii) will be considered commercially reasonable notwithstanding that the Lender has not registered or sought to register the Pledged Securities under any securities law applicable to the Pledged Securities, even if Pledgor or Sixth Mezzanine Borrower agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases the Pledged Securities at such a sale.

Private Sales. (a) If the Agent shall determine to exercise its right to sell any or all of the Pledged Property pursuant to paragraph 8 hereof, the Pledgor recognizes that Seatac the Agent may be unable to effect a public sale of any or all the Pledged InterestsProperty, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Agent shall be under no obligation to delay a sale of any of the Pledged Interests Property for the period of time necessary to permit the applicable Issuer thereof Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Partnership would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Property pursuant to this section paragraph 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section paragraph 9 will cause irreparable injury to Seatacthe Agent and the Lenders, that Seatac has the Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section paragraph 9 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 covenants, except for a defense that no Event of Default has occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Borrower recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Mortgage Borrower or Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Mortgage Borrower or Borrower would agree to do so. (b) Pledgor Borrower further agrees to shall use its best commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to SeatacLender, that Seatac 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 9 10 shall be specifically enforceable against PledgorBorrower, and Pledgor Borrower 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 occurredoccurred under the Loan Agreement, or any defense relating to Lender’s willful misconduct or bad faith. (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, 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. Borrower 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 was less than the aggregate amount of the Debt, even if Lender accepts the first 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.

Private Sales. (a) Pledgor recognizes that Seatac Pledgee may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Pledgee than if such sale were a public 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 virtue of such being a private sale. Seatac Pledgee shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit the applicable Issuer thereof Pledged Entity or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledged Entity or Pledgor would agree to do so.. 11 Pledge and Security Agreement (b) Pledgor further agrees to shall use its best all commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Company Interests pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacPledgee, that Seatac Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred and is continuing under the Guaranty Documents or the defense that Pledgee has not complied with its obligations expressly set forth herein, any other applicable law, or any applicable provision of the Code. (c) Pledgee 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. Pledgor hereby waives any claims against Pledgee 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 Guaranteed Obligations, even if Pledgee accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Pledgee has acted in a commercially reasonable manner and has conducted such private sale in accordance with the Code, and other applicable law. (d) The Code states that Pledgee is able to purchase the Pledged Company Interests only if they are sold at a public sale. Pledgee has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Pledgee has complied with its obligations under Article 9. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Pledgee’s purchase of the Pledged Company Interests (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 Code; (ii) will be considered commercially reasonable notwithstanding that the Pledgee, has not registered or sought to register the Pledged Company Interests under the Securities Laws, even if Pledgor or Pledged Entity agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Pledgee purchases the Pledged Company Interests at such a sale. 12 Pledge and Security Agreement (e) Xxxxxxx agrees that Pledgee shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Pledgee pursuant to this Agreement. Pledgee, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Pledgee’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Pledgee conducts the foreclosure sale in the State of New York, (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York, (iii) Not more than seventy-five (75) days before, and not less than sixty (60) days in advance of the foreclosure sale, Pledgee notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or such other newspaper widely circulated in New York, New York) and one (1) other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Pledgee sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date. (f) Pledgee shall not incur any liability as a result of the sale of any Collateral undertaken in accordance with the provisions hereof and the Code, 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. Pledgor hereby waives any claims against Pledgee 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 Guaranteed Obligations, even if Pledgee accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Pledgee has acted in a commercially reasonable manner in conducting such private sale in accordance with the Code, other applicable law and the provisions hereof.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable reasonable manner solely by virtue of because such sale was a private sale. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock permitted hereunder for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent and the Notes Secured Parties, that Seatac has the Collateral Agent and the Notes 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Indenture.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent and the Lenders, that Seatac has the Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsSecurities, by reason of certain prohibitions contained in the Securities Act of 1933 (the "SECURITIES ACT") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Securities for the period of time necessary to permit any issuer of Pledged Stock or the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer issuer or the Pledgor would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Securities pursuant to this section SECTION 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section SECTION 9 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section SECTION 9 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act and or applicable state securities laws or otherwiselaws, and in such instance may be compelled to resort to one or more private sales thereof to a restricted qualified group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit the applicable Issuer thereof Borrower or Pledgor to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, even if such Issuer Borrower or Pledgor would agree to do so. (b) Section 17.1 Pledgor further agrees shall use commercially reasonable efforts to use its best efforts cooperate with Lender to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Company Interests pursuant to and in accordance with this section Section 10 and Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the Xxxxxxx’s covenants contained in this Section 10 will cause irreparable injury to SeatacLender, that Seatac has Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 10 shall be specifically enforceable against Pledgor, and Pledgor hereby waives waives, and agrees not to assert any defenses against an action for specific performance of such covenants covenants, except for a any defense that no Event of Default has occurredoccurred or that Lender has not complied with this Agreement, the Loan Agreement, or the Code in its exercise of remedies under this Agreement. Section 17.2 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, it being agreed that some or all of the Collateral is or may be of one or more types 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 any such 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 Indebtedness, even if Xxxxxx accepts the first 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 and in accordance with the Code. Section 17.3 The Code states that Lender are able to purchase the Pledged Company Interests only if they are sold at a public sale. Xxxxxx has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Xxxxxx has complied with its obligations under Article 9. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Lender’s purchase of all or any part of the Pledged Company Interests (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 and pursuant to this Agreement shall be considered (i) a “public” sale for purposes of the Code; (ii) commercially reasonable, notwithstanding that Lender has not registered or sought to register all or any part of the Pledged Company Interests under the Securities Act, even if Pledgor or Borrower agrees to pay all costs of the registration process; and (iii) commercially reasonable, notwithstanding that Lender purchases all or any part of the Pledged Company Interests at such sale, if Lender was the high bidder at such sale and the price paid is commercially reasonable. Section 17.4 Pledgor agrees that Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Lender in accordance with the terms of this Agreement and applicable law. Without limiting Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and to the extent permitted by law, hereby irrevocably waives any right to contest any such sale:

Private Sales. (a) 8.1. Pledgor recognizes hereby acknowledges that, notwithstanding that Seatac may a higher price might be unable to effect obtained for the Pledged Stock at a public sale than at a private sale or sales, the making of a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of Pledgor, could entail such expenses and could subject Collateral Agent and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities as would make the making of a public sale of the Pledged Stock impractical. Accordingly, Pledgor hereby agrees that private sales thereof to a restricted group made by Collateral Agent in accordance with the provisions of purchasers which will Section 7 hereof may be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, that Collateral Agent shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale andcomplying with the requirements of federal and state securities and similar laws, notwithstanding and that such circumstances, agrees that any such private sale shall not be deemed to have been be made in a commercially unreasonable manner solely by virtue because of such its nature as a private sale. Seatac shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) 8.2. Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to Section 7 and this section Section 8 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in Section 7 and this Section 8 will cause irreparable injury to SeatacCollateral Agent and Creditors, that Seatac has Collateral Agent and Creditors have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Section 7 of this Section 9 8 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against to the granting of equitable relief (such as, without limitation, any defense that Collateral Agent or Creditors have an adequate remedy at law or that Collateral Agent or Creditors will not be irreparably injured) in any action for specific performance of such covenants except for a defense that no Event of Default has occurredcovenants.

Private Sales. (a) Each Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable reasonable manner solely by virtue of so long as such private salesale was conducted in accordance with the applicable requirements for a private sale under the New York UCC. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable any Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Pledgor further agrees to use its best efforts reasonably cooperate to do or cause to be done all such other acts as may be the extent necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 5.5 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Each Pledgor further agrees that a breach of any of the covenants contained in this Section 5.5 will cause irreparable injury to Seatacthe Administrative Agent and the Secured Parties, that Seatac has the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 5.5 shall be specifically enforceable against such Pledgor, and such 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state 27 22 securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent and the Creditors, that Seatac has the Collateral Agent and the Creditors have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) Pledgor The Company recognizes that Seatac the Secured Party may be unable to effect a public sale or other disposition of any or all the Pledged Interests, Equity Interests by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseof 1933, as amended (the “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 purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Pledgor acknowledges and The Company agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale and, notwithstanding such circumstances, agrees sales and that any such private sale sales shall not by reason thereof be deemed not to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit the applicable Issuer thereof issuer of such Equity Interests to register such securities Equity Interests for public sale under the Securities Act, or under such other federal banking or other applicable state securities laws, even if such Issuer the issuer would agree to do so. (b) Pledgor further . Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company agrees to use its best commercially reasonable efforts to cause the issuer or issuers of the Equity Interests 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 all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Equity Interests from registration under the provisions of the Securities Act, and to make all amendments to such sale or sales of all or any portion instruments and documents which, in the opinion of the Pledged Interests pursuant to this section valid and binding and Secured Party, are necessary or advisable, all in compliance conformity with any and all other applicable the requirements of lawthe Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its commercially reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Secured Party shall designate and, except that Pledgor shall if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be obligated to register audited) which will satisfy the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach provisions of any Section 11(a) of the covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredSecurities Act.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the other Secured Parties, that Seatac has the Administrative Agent and the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred and is continuing under the Credit Agreement or a defense of payment in full.

Private Sales. (a) In the event Secured Party is entitled to exercise its remedies as set forth in Section 7, Pledgor recognizes that Seatac Secured Party may be unable to effect a public sale of any or all of the Pledged Membership Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be maybe compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in other than a commercially unreasonable reasonable manner solely by virtue of thereof. Secured Party shall conduct any such private salesale in a commercially reasonable manner. Seatac Secured Party shall be under no obligation to delay a sale of any of the Pledged Membership Interests for the period of time necessary to permit the applicable Issuer thereof Company or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer the Company or Pledgor would agree to do so. (b) Pledgor further agrees to shall use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Membership Interests and/or other Collateral pursuant to this section Section 8 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to SeatacSecured Party, that Seatac Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 8 shall be specifically enforceable against such 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 occurredoccurred under the Promissory Note.

Private Sales. (a) Pledgor recognizes that Seatac the Pledgee, or the Escrow Agent acting for the account of Pledgee, may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Pledgee than if such sale were a public 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 virtue of such private salereasonable manner. Seatac The Pledgee shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the Issuer would agree to do so. (b) Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Pledge Agreement valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatacthe Pledgee, that Seatac the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Stock Purchase Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Security Trustee may be unable to effect a public sale of any or all the Pledged InterestsCollateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac The Security Trustee shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer thereof Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Company would agree to do so; nor shall the Company be at any time obligated to register the Membership Interest for a public sale. (b) The Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 8 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to Seatacthe Security Trustee, that Seatac the Security Trustee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 8 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 occurredoccurred and is continuing.

Private Sales. (a) Pledgor recognizes that Seatac Trustee may be unable to effect a public sale of any or all of the Pledged Interests, Company Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Trustee than if such sale were a public 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 virtue of such being a private sale. Seatac Trustee shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit the applicable Issuer thereof Pledged Entity to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledged Entity would agree to do so. (b) Pledgor further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Company Interests pursuant to this section Section 11 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to SeatacTrustee and the Holders, that Seatac has Trustee and the Holders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 11 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 covenants. (c) Neither Trustee, the Holders nor Taberna Capital Management, LLC shall incur any liability as a result of Trustee’s 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 or that are not customarily sold in a recognized market. Pledgor hereby waives any claims against Trustee, the Holders and Taberna Capital Management, LLC 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 Obligations, even if Trustee, at the direction of the Holders, accepts the first offer received and does not offer any Collateral to more than one offeree, absent any bad faith, gross negligence or willful misconduct by such parties. (d) Pledgor has been advised that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933, as amended. The Code permits Pledgor to agree on the standards for determining whether Trustee has complied with its obligations under Article 9 of the Code. To the extent permitted by applicable law, Pledgor and Pledged Entity specifically agree (i) that neither of them shall raise any objection to Trustee’s or any holder of the Securities’ purchase of the Pledged Company Interests (through bidding on the obligations or otherwise), and (ii) that a defense foreclosure sale conducted in conformity with the principles set forth in the aforementioned No-Action Letters (A) shall be considered to be a “public” sale for purposes of the Code; (B) will be considered commercially reasonable notwithstanding that no Event Trustee (or any holder of Default the Securities, as applicable) has occurrednot registered or sought to register the Pledged Company Interests under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Pledgor or Pledged Entity agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Trustee, or any holder of the Securities, purchases the Pledged Company Interests at such a sale. (e) Pledgor agrees that Trustee shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Trustee pursuant to this Agreement. Trustee, may, at the direction of the Majority Holders in their discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Trustee’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Trustee conducts the foreclosure sale in the State of New York; (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York; (iii) Not less than ten (10) days in advance of the foreclosure sale, Trustee notifies Pledgor at the addresses set forth herein of the time and place of such foreclosure sale; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City, New York or such other New York State Court in the City and County of New York having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m.; (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or The Wall Street Journal (or such other newspaper widely circulated in New York, New York) and the Wilmington News Journal (or such other daily newspaper widely circulated in the State of Delaware) for seven (7) consecutive days prior to the date of the foreclosure sale; and (vi) Trustee sends notification of the foreclosure sale to all secured parties, if any, identified as a result of a search of the UCC financings statements filed in the filing offices located in the States of Maryland, Delaware (if any) and New York conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) The Pledgor recognizes that Seatac the Agent may be unable to effect a public sale of any or all the Pledged InterestsStock or the Pledged Promissory Notes, by reason of certain prohibitions contained in the Securities Act of 1933 (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock or the Pledged Promissory Notes for the period of time necessary to permit any Issuer or the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Pledgor would agree to do so. (b) The Pledgor further agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock or the Pledged Promissory Notes pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Seatacthe Agent and the Lenders, that Seatac has the Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 covenants except for a defense that no Event of Default has occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac the Agent may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Agent than if such sale were a public 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 virtue of such private sale. Seatac The Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledgor would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of law; provided, except however, that Pledgor shall not be obligated under any obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Seatacthe Agent, that Seatac the Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 default has occurredoccurred with respect to the Obligations.

Private Sales. (a) Each Pledgor recognizes that Seatac may be unable to effect a public sale of any or all the Pledged Intereststhat, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwiseas in effect from time to time, and the Administrative Agent may be compelled compelled, with respect to resort any sale of all or any part of the Pledged Assets conducted without registration or qualification under the Securities Act and such state securities laws, to limit purchasers to any one or more private sales thereof to a restricted group of purchasers which Persons who will be obliged to represent and agree, among other things, to acquire such securities Pledged Assets for their own account account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale sales may result be made in such manner at prices and other on terms less favorable than if such sale were 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 private sale shall be not be deemed to have not been made in a commercially unreasonable reasonable manner solely by virtue of such private sale. Seatac restrictions and agrees that the Administrative Agent shall be under have no obligation to conduct any public sales and no obligation to delay a the sale of any of the Pledged Interests Assets for the period of time necessary to permit the applicable Issuer thereof to register such securities its registration for public sale under the Securities Act, or under Act and applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated have any responsibility or liability as a result of its election not to register conduct any such public sales or delay the sale of any Pledged Interests under state or federal securities laws. Pledgor further agrees Assets, notwithstanding the possibility that a breach of any of substantially higher price might be realized if the covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of sale were deferred until after such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgor, and registration. Each Pledgor hereby waives and agrees not to assert any defenses claims against an action for specific performance the Administrative Agent or any other Secured Party arising by reason of such covenants except for 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 defense that no Event public sale or was less than the aggregate amount of Default has occurredthe Secured Obligations.

Private Sales. (a) Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable reasonable manner solely by virtue of so long as such private salesale was conducted in accordance with the applicable requirements for a private sale under the New York UCC. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof Subsidiary Guarantor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Subsidiary Guarantor would agree to do so. (b) Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 5.6 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor further agrees that a breach of any of the covenants contained in this Section 5.6 will cause irreparable injury to Seatacthe Administrative Agent and the Secured Parties, that Seatac has the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 5.6 shall be specifically enforceable against Pledgor, and and, to the extent permitted by applicable law, 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) Each Pledgor recognizes that Seatac the Secured Party may be unable to effect a public sale or other disposition of any or all the Pledged Interests, Securities by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseof 1933, as amended (the “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 purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Each Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale and, notwithstanding such circumstances, agrees sales and that any such private sale sales shall not by reason thereof be deemed not to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Pledged Interests Securities for the period of time necessary to permit the applicable Issuer thereof issuer of such securities to register such securities for public sale under the Securities Act, or under such other federal banking or other applicable state securities laws, even if such Issuer the issuer would agree to do so. (b) . Subject to the foregoing, the Secured Party agrees that any sale of the Securities shall be made in a commercially reasonable manner, and each Pledgor further 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 such Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other 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 sale or sales of all or any portion instruments and documents which, in the opinion of the Pledged Interests pursuant to this section valid and binding and Secured Party, are necessary or advisable, all in compliance conformity with any and all other applicable the requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsSecurities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor further agrees that a breach 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 jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or 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 covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredSecurities Act.

Private Sales. (a) Pledgor recognizes that Seatac SIHL may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such a private sale shall not be deemed to have been made in be a commercially unreasonable reasonable manner solely by virtue of such private saleto sell the Collateral. Seatac SIHL shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof SIHL to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to SeatacSIHL, that Seatac SIHL has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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.

Private Sales. (a) Pledgor recognizes that Seatac Agent may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public 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 virtue of such being a private sale. Seatac Agent shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit the applicable Issuer thereof GA Tech Owner or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer GA Tech Owner or Pledgor would agree to do so. (ba) Pledgor further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Company Interests pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to SeatacAgent, that Seatac Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Loan Agreement. (b) Agent 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. Pledgor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Debt, even if Agent accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Agent has acted in a commercially reasonable manner in conducting such private sale. (c) The Code states that each Secured Party is able to purchase the Pledged Company Interests only if they are sold at a public sale. Agent has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether a Secured Party has complied with its obligations under Article 9. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to any Secured Party’s purchase of the Pledged Company Interests (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 Code; (ii) will be considered commercially reasonable notwithstanding that Agent, has not registered or sought to register the Pledged Company Interests under the Securities Laws, even if Pledgor or GA Tech Owner agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Pledged Company Interests at such a sale. (d) Pledgor agrees that no Secured Party has any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Agent pursuant to this Agreement. Agent, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale:

Private Sales. (a) The Pledgor recognizes that Seatac M&I may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac M&I shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to SeatacM&I, that Seatac M&I has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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.

Private Sales. (a) The Pledgor recognizes that Seatac the Security Trustee may be unable to effect a public sale of any or all the Pledged InterestsCollateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac The Security Trustee shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer thereof Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Company would agree to do so; nor shall the Company be at any time obligated to register the Membership Interest for a public sale. (ba) The Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 8 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to Seatacthe Security Trustee, that Seatac the Security Trustee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 8 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 occurredoccurred and is continuing.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac Lender may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such reasonable manner. Subject to its compliance with state securities laws applicable to private sale. Seatac sales, Lender shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirement of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to SeatacLender, that Seatac 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act of 1933 (the "SECURITIES ACT") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit any Issuer or the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Pledgor would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section SECTION 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section SECTION 9 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section SECTION 9 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Secured Parties, that Seatac has the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws Laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent, the Revolver Agent, the Lenders and each of the other Secured Parties, that Seatac has the Administrative Agent, the Revolver Agent, the Lenders and each of the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsCollateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution Distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Administrative Agent than if such sale were a public 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 virtue of such private sale. Seatac Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledgor would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, except however, with respect to the Ownership Interests Pledges, that Pledgor shall not be obligated under any obligation to register the Pledged Ownership Interests for public sale under the Securities Act of 1933, as amended, or under applicable state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 11 will cause irreparable injury to SeatacAdministrative Agent, that Seatac Administrative Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 11 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 default has occurredoccurred with respect to the Obligations.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor The Borrower acknowledges and agrees that 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 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 virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Issuers would agree to do so. (b) Pledgor The Borrower further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Pledge Agreement valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor The Borrower further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatacthe Administrative Agent and the Lenders and the Issuing Lender, that Seatac has the Administrative Agent and the Lenders and the Issuing Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgorsuch Borrower, and Pledgor the Borrower 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable any Issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Seatacthe Agent and the Banks, that Seatac has the Agent and the Banks have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such reasonable manner. Subject to its compliance with state securities laws applicable to private sale. Seatac sales, the Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further . Each Grantor agrees to use its best commercially reasonable efforts to promptly do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.8 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.8 will cause irreparable injury to Seatacthe Administrative Agent and the other Secured Parties, that Seatac has the Administrative Agent and the other 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 9 6.8 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Agent may be unable to effect a public sale of any or all the Pledged Equity Interests, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”) and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Agent shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit the applicable Issuer thereof or the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Pledgor would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity Interests pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Seatacthe Agent and the Lender, that Seatac has the Agent and the Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 covenants except for a defense that no Event of Default has occurredoccurred under the Credit Agreement.

Private Sales. (a) If the Secured Parties shall determine to exercise their rights to sell all or part of the Collateral pursuant to Article VI hereof, the Pledgor recognizes that Seatac the Secured Parties may be unable to effect a public sale of any all or all part of the Pledged Interests, Units by reason of certain prohibitions contained in the Securities Act and of 1933, as amended, as now or hereafter in effect (the “Securities Act”), or in applicable securities or blue sky laws of any state securities laws or otherwiseother jurisdiction, and as now or hereafter in effect, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which who will be obliged to agree, among other things, to acquire such securities Pledged Units for their own account for investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Pledged Units or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act (or other applicable securities law), the Secured Parties in their sole and absolute discretion are authorized to sell such Pledged Units or such part thereof by private sale in such manner and under such circumstances as the Secured Parties or their counsel may deem necessary or advisable in order that such sale may legally be effected without registration. The Pledgor acknowledges and agrees that any such private sale sales so made may result in be at prices and other terms less favorable to the seller than if such sale Pledged Units were a sold at public sale andsale, notwithstanding such circumstances, agrees and that any such private sale shall not be deemed to the Secured Parties have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac shall be under no obligation to delay a the sale of any of the such Pledged Interests Units for the period of time necessary to permit the applicable Issuer thereof of the Collateral to register such securities Pledged Units for public sale under the Securities Act, or under such applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of private sales made under the covenants contained in this Section will cause irreparable injury to Seatac, that Seatac has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 foregoing circumstances shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not deemed to assert any defenses against an action for specific performance of such covenants except for have been in a defense that no Event of Default has occurredcommercially reasonable manner.

Private Sales. (a) Pledgor Borrower recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Mortgage Borrower or Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Mortgage Borrower or Borrower would agree to do so. (b) Pledgor Borrower further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to SeatacLender, that Seatac 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 9 10 shall be specifically enforceable against PledgorBorrower, and Pledgor Borrower 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 occurredoccurred under the Loan Agreement, or any defense relating to Lender’s willful misconduct, bad faith or gross negligence. (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, 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. To the extent permitted by Applicable Law, Borrower 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 was less than the aggregate amount of the Debt, even if Lender accepts the first 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. (d) Section 9-610 of the Code states that Lender is able to purchase the Pledged Interests only if they are sold at a public sale. Lender has advised Borrower that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Borrower to agree on the standards for determining whether Lender has complied with its obligations under Article 9. Pursuant to the Code, Borrower specifically agrees (x) that it shall not raise any objection to Lender’s purchase of the Pledged Interests (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 Code; (ii) will be considered commercially reasonable notwithstanding that Lender, has not registered or sought to register the Pledged Interests under the Securities Laws, even if Borrower or Mortgage Borrower agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases the Pledged Interests at such a sale. (e) Borrower agrees that Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Interests or other Collateral sold by Lender pursuant to this Agreement. Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Borrower hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Lender conducts the foreclosure sale in the State of New York, (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York, (iii) Not more than ten (10) days before, and not less than five (5) days in advance of the foreclosure sale, Lender notifies Borrower at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m and 5 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or such other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than 20 days and not earlier than 30 days before such notification date.

Private Sales. (a) Pledgor Each Guarantor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Interests, Securities Collateral by reason of certain prohibitions contained in the Securities Act of 1933 (as amended) 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 that will be obliged to agree, among other things, to acquire such securities the Securities Collateral for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Guarantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests Securities Collateral for the period of time necessary to permit the applicable Issuer thereof Borrower or any Guarantor to register such securities the Securities Collateral for public sale under the Securities Act, Act of 1933 (as amended) or under applicable state securities laws, even if the Borrower or such Issuer Guarantor would agree to do so. (b) Pledgor further agrees to Each Guarantor shall use its best commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Securities Collateral pursuant to this section Section 5.3 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor Each Guarantor further agrees that a breach of any of the covenants contained in this Section 5.3 will cause irreparable injury to SeatacLender, that Seatac Lender has no adequate remedy at law in with respect of to such breach and, as a consequence, that each and every covenant contained in this Section 9 5.3 shall be specifically enforceable against Pledgoreach Guarantor, and Pledgor each Guarantor 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 occurredoccurred and is continuing under the Guaranty, or any defense relating to Lender’s willful misconduct, bad faith, or gross negligence or based upon actions by Lender in violation of the UCC. (c) Lender shall not incur any liability as a result of the sale of any Collateral at any private sale conducted in a commercially reasonable manner. Each Guarantor hereby waives any claims against Lender arising by reason of the fact that the price for which any of the Collateral may have been sold at such a 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 Lender accepts the first 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. (d) Each Guarantor agrees that Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any of the Collateral sold by Lender pursuant to this Guaranty. Lender, may, in its sole discretion, among other things, accept the first offer received or decide to approach or not to approach any potential purchasers.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable favourable than if such sale were a public 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 virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent, the Revolver Agent, the Lenders and each of the other Secured Parties, that Seatac has the Administrative Agent, the Revolver Agent, the Lenders and each of the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act of 1933 (the "SECURITIES ACT") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit any issuer of Pledged Stock or the applicable Issuer thereof Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer issuer or the Pledgor would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section SECTION 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section SECTION 9 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section SECTION 9 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseLaws, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable favourable than if such sale were a public 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 virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent, the Holders and each of the other Secured Parties, that Seatac has the Collateral Agent, the Holders and each of the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 occurredoccurred under the Indenture.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock and Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock or Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock and Pledged Interests pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) Pledgor recognizes that Seatac Vicis may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac Vicis shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to SeatacVicis, that Seatac Vicis has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 11 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.

Private Sales. (a) Pledgor recognizes that Seatac Pledgee may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Pledgee than if such sale were a public 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 virtue of such being a private sale. Seatac Pledgee shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit the applicable Issuer thereof Pledged Entity or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledged Entity or Pledgor would agree to do so. (b) Pledgor further agrees to shall use its best all commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Company Interests pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacPledgee, that Seatac Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred and is continuing under the Guaranty Documents or the defense that Pledgee has not complied with its obligations expressly set forth herein, any other applicable law, or any applicable provision of the Code. (c) Pledgee 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. Pledgor hereby waives any claims against Pledgee 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 Guaranteed Obligations, even if Pledgee accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Pledgee has acted in a commercially reasonable manner and has conducted such private sale in accordance with the Code, and other applicable law. (d) The Code states that Pledgee is able to purchase the Pledged Company Interests only if they are sold at a public sale. Pledgee has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Pledgee has complied with its obligations under Article 9. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Pledgee’s purchase of the Pledged Company Interests (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 Code; (ii) will be considered commercially reasonable notwithstanding that the Pledgee, has not registered or sought to register the Pledged Company Interests under the Securities Laws, even if Pledgor or Pledged Entity agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Pledgee purchases the Pledged Company Interests at such a sale. (e) Xxxxxxx agrees that Pledgee shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Pledgee pursuant to this Agreement. Pledgee, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Pledgee’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Pledgee conducts the foreclosure sale in the State of New York, (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York, (iii) Not more than seventy-five (75) days before, and not less than sixty (60) days in advance of the foreclosure sale, Pledgee notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or such other newspaper widely circulated in New York, New York) and one (1) other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Pledgee sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date. (f) Pledgee shall not incur any liability as a result of the sale of any Collateral undertaken in accordance with the provisions hereof and the Code, 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. Pledgor hereby waives any claims against Pledgee 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 Guaranteed Obligations, even if Pledgee accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Pledgee has acted in a commercially reasonable manner in conducting such private sale in accordance with the Code, other applicable law and the provisions hereof.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further . Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Secured Parties, that Seatac has the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable reasonable manner solely by virtue of because such sale was a private sale. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock permitted hereunder for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Secured Parties, that Seatac has the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act of 1933 (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Borrower would agree to do so. (b) The Pledgor further agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Seatacthe Agent and the Lenders, that Seatac has the Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that Seatac the Secured Party may be unable to effect a public sale of any or all the Specified Pledged InterestsStock (or other applicable Collateral), by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise (including without limitation the impracticability of such a public sale due to the value of the Specified Pledged Stock or otherwise), and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Specified Pledged Interests Stock (or other Collateral) for the period of time necessary to permit the applicable Issuer thereof to register registration of such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use its Pledgor's best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Specified Pledged Interests Stock (or other Collateral) pursuant to this section Pledge Agreement valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Seatacthe Secured Party, that Seatac the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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.

Private Sales. (a) 8.1 The Pledgor recognizes hereby acknowledges that, notwithstanding that Seatac may a higher price might be unable to effect obtained for the Pledged Stock at a public sale than at a private sale or sales, the making of a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of the Pledgor, could entail such expenses and could subject the Lender and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities as would make the making of a public sale of the Pledged Stock impractical. Accordingly, the Pledgor hereby agrees that private sales thereof to a restricted group made by the Lender in accordance with the provisions of purchasers which will Article VII hereof may be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, that the Lender shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale andcomplying with the requirements of federal and state securities and similar laws, notwithstanding and that such circumstances, agrees that any such private sale shall not be deemed to have been be made in a commercially unreasonable manner solely by virtue because of such its nature as a private sale. Seatac shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) 8.2 The Pledgor further agrees to use its best efforts Best Efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests Stock pursuant to Article VII and this section Article VIII valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in Article VII and this Section Article VIII will cause irreparable injury to Seatacthe Lender, that Seatac the Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Article VII and this Section 9 Article VIII shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees agrees, to the extent permitted by law, not to assert any defenses against to the granting of equitable relief (such as, without limitation, any defense that the Lender has an adequate remedy at law or that the Lender will not be irreparably injured) in any action for specific performance of such covenants except for a defense that no Event of Default has occurredcovenants.

Private Sales. (a) Pledgor Borrower recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable any Issuer thereof or Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such any Issuer or Borrower would agree to do so. (b) Pledgor Borrower further agrees to shall use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacLender, that Seatac 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 9 shall be specifically enforceable against Pledgor, Borrower and Pledgor Borrower 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 occurredoccurred under the Loan Agreement, or any defense relating to Lender’s willful misconduct, bad faith or gross negligence. (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, 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. Borrower 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 was less than the aggregate amount of the Debt, even if Lender accepts the first 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. (d) Section 9-610 of the Code states that Lender is able to purchase the Pledged Interests only if they are sold at a public sale. Lender has advised Borrower that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Borrower to agree on the standards for determining whether Lender has complied with its obligations under Article 9 of the Code. Pursuant to the Code, Borrower specifically agrees (x) that it shall not raise any objection to Lender’s purchase of the Pledged Interests (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 Code; (ii) will be considered commercially reasonable notwithstanding that Lender, has not registered or sought to register the Pledged Interests under the Securities Laws, even if Borrower or the applicable Issuer agrees to pay all costs of the registration process and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases the Pledged Interests at such a sale. (e) Borrower agrees that Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Interests or other Collateral sold by Lender pursuant to this Agreement. Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Borrower hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale: (i) Lender conducts the foreclosure sale in the State of New York, (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York, (iii) Not more than ten (10) days before, and not less than five (5) days in advance of the foreclosure sale, Lender notifies Borrower at the address set forth herein of the time and place of such foreclosure sale, (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m., (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or such other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and (vi) Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) Pledgor recognizes The Pledgors recognize that Seatac Agent may be unable to effect a public sale of any or all of the Pledged InterestsCollateral, by reason of certain prohibitions contained in the Securities Act Act, and applicable state securities laws or otherwise, and it may be compelled advisable to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges The Pledgors acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such being a private sale. Seatac Agent shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit any of the applicable Issuer thereof Pledgors or any Pledged Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer Pledgors or Pledged Borrowers would agree to do so. (ba) Pledgor The Pledgors further agrees to shall use its their best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLegal Requirements. Pledgor The Pledgors further agrees agree that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to SeatacAgent, that Seatac Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgorthe Pledgors, and Pledgor the Pledgors each hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurredoccurred under the Credit Agreement. (b) Neither Agent nor any Lender shall incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. The Pledgors each hereby waive any claims against Agent or any 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 was less than the aggregate amount of the Debt, even if Agent accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Agent has acted in a commercially reasonable manner in conducting such private sale.

Private Sales. (a) If the Lender exercises its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, the Pledgor recognizes that Seatac the Lender may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Lender shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section paragraph 9 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section paragraph 9 will cause irreparable injury to Seatacthe Lender, that Seatac the 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 paragraph 9 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 covenants, except for a defense that no Event of Default has occurredoccurred under the Loan Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws Laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Collateral Agent, the Holders and each of the other Secured Parties, that Seatac has the Collateral Agent, the Holders and each of the other 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 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor hereby waives waives, to the extent permitted by applicable Law, 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 occurredoccurred under the Indenture.

Private Sales. (a) Pledgor recognizes that Seatac the Secured Party may be unable to effect a public sale of any or all the Pledged Issuer Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Secured Party shall be under no obligation to delay a sale of any of the Pledged Issuer Interests for the period of time necessary to permit the applicable Issuer thereof to reorganize and/or register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such the Issuer would agree to do so. (b) Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsApplicable Laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Seatacthe Secured Party not compensable in damages, that Seatac the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 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 occurredoccurred under the Purchase Agreement or that the Obligations have been paid in full.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged InterestsStock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests Stock for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Stock pursuant to this section Section 6.7 valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred under the Senior Credit Agreement.

Private Sales. (a) Pledgor Each Grantor recognizes that Seatac the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock and Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock or Pledged Interests for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor further Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock and Pledged Interests pursuant to this section Section valid and binding and in compliance with any and all other applicable requirements Requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsLaw. Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatacthe Collateral Agent and the Lenders, that Seatac has the Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgorsuch Grantor, and Pledgor such Grantor 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 occurredoccurred and is continuing under the Credit Agreement.

Private Sales. (a) Pledgor recognizes Pledgors recognize that Seatac the Company may be unable to effect a public sale of any or all the Pledged InterestsShares, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges Pledgors acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac the Company shall be under no obligation to delay a sale of any of the Pledged Interests Shares for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Pledgor Pledgors further agrees agree to use its their best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Shares pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor Pledgors shall not be obligated to register the Pledged Interests Shares under state or federal securities laws. Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this Section will cause irreparable injury to Seatacthe Company, that Seatac the Company has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against PledgorPledgors, and Pledgor Pledgors hereby waives waive and agrees agree 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.

Private Sales. (a) Pledgor recognizes that Seatac Lender may be unable to effect a public sale of any or all of the Pledged InterestsSecurities, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such being a private sale. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests Securities for the period of time necessary to permit the applicable Issuer thereof Pledgor or Sixth Mezzanine Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Pledgor or Sixth Mezzanine Borrower would agree to do so. (b) Pledgor further agrees to shall use its best commercially resonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Interests Securities pursuant to this section Section 10 valid and binding and in compliance with any and all other applicable requirements of applicable law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to SeatacLender, that Seatac 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 9 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 (x) no Event of Default has occurredoccurred under the Loan Agreement or (y) the Debt has been satisfied. Notwithstanding anything to the contrary contained in this clause (b), neither Pledgor nor Sixth Mezzanine Borrower shall be required to register any of its membership interests under the Securities Act of 1933. (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, 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. To the extent not prohibited by applicable law, Borrower 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 was less than the aggregate amount of the Debt, even if Lender accepts the first 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 and shall have given at least ten (10) days prior written notice to Borrower of such sale. (d) The Code states that Lender is able to purchase the Pledged Securities only if they are sold at a public sale. Lender has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Lender has complied with its obligations under Article 9 of the Code. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Lender'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 Code; (ii) will be considered commercially reasonable notwithstanding that the Lender has not registered or sought to register the Pledged Securities under any securities law applicable to the Pledged Securities, even if Pledgor or Sixth Mezzanine Borrower agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases the Pledged Securities at such a sale. (e) Pledgor agrees that Lender 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 Lender pursuant to this Agreement. Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Lender's right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives, to the extent not prohibited by applicable law, any right to contest any such sale: (i) Lender conducts the foreclosure sale in the State of New York; (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York; (iii) Not less than ten (10) days prior to the foreclosure sale, Lender notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m and 5 p.m.; (v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or The Wall Street Journal (or such other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale; and (vi) Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

Private Sales. (a) Pledgor a. Borrower recognizes that Seatac Agent may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Agent than if such sale were a public 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 virtue of such private sale. Seatac Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Borrower would agree to do so. (b) Pledgor b. Borrower further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section paragraph 11 valid and binding and in compliance with any and all other applicable requirements of law; provided, except however, that Pledgor Borrower shall not be obligated under no obligation to register the Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state or federal securities laws. Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section paragraph 11 will cause irreparable injury to SeatacAgent, that Seatac Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 paragraph 11 shall be specifically enforceable against PledgorBorrower, and Pledgor Borrower 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 default has occurredoccurred with respect to the Obligations.

Private Sales. (a) The Pledgor recognizes that Seatac the Security Trustee may be unable to effect a public sale of any or all the Pledged InterestsCollateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. Seatac The Security Trustee shall be under no obligation to delay a sale of any of the Pledged Interests Collateral for the period of time necessary to permit the applicable Issuer thereof Trust to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer the Trust would agree to do so; nor shall the Trust be at any time obligated to register the Beneficial Interest for a public sale. (b) The Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests Collateral pursuant to this section Section 8 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to Seatacthe Security Trustee, that Seatac the Security Trustee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 8 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 occurredoccurred and is continuing.

Private Sales. (a) The Pledgor recognizes that Seatac the Administrative Agent may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private salereasonable manner. Seatac The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable an Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this section Section 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities lawsApplicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Seatacthe Administrative Agent and the Lenders not compensable in damages, that Seatac has the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that to the greatest extent permitted by law each and every covenant contained in this Section 9 shall be specifically enforceable against the Pledgor, and to the greatest extent permitted by law 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 occurredoccurred under the Credit Agreement.

Private Sales. (a) Holdings and Pledgor recognizes recognize that Seatac Lender may be unable to effect a public sale of any or all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Holdings and Pledgor acknowledges acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public 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 virtue of such private salereasonable manner. Seatac Lender shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable Issuer thereof Holdings to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if such Issuer Borrower would agree to do so. (ba) Pledgor further agrees to use its best efforts agree to do or cause to be done all such other acts as may be necessary reasonably requested to make such any sale or sales of all or any portion of the Pledged Interests pursuant to this section paragraph 9 valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgor shall not be obligated to register the Pledged Interests under state or federal securities laws. Pledgor further agrees that a breach of any of the covenants contained in this Section paragraph 9 will cause irreparable injury to SeatacLender, that Seatac 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 paragraph 9 shall be specifically enforceable against Pledgor, and to the maximum extent permitted by applicable law, 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 default has occurredoccurred under the Loan Agreement.