Common use of Private Sales Clause in Contracts

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if 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 Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockSecurities, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Securities for the period of time necessary to permit the Issuer 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 the Issuer Issuers or Pledgor would agree to do so. (b) The 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 Stock Securities pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 10 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 occurred and is continuing under the Credit 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) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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. The 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Issuers would agree to do so. (b) The 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 Stock pursuant to this Section 9 Pledge Agreement valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders Lender 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 each Pledgor, and to the greatest extent permitted by law the 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the applicable Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if 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 Stock Collateral pursuant to this Section 9 Paragraph 10 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 Paragraph 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 Paragraph 10 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 occurred under the Credit Agreement.

Private Sales. (a) a. The Pledgor Company recognizes that the Administrative Agent Bank may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 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 be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent Bank shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so. (b) b. The Pledgor 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 Stock pursuant to this Section PARAGRAPH 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Company further agrees that a breach of any of the covenants contained in this Section PARAGRAPH 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesBank, that the Administrative Agent and the Lenders have Bank has 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 PARAGRAPH 9 shall be specifically enforceable against the PledgorCompany, and to the greatest extent permitted by law the Pledgor 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 occurred or is continuing under the Credit Loan Agreement.

Private Sales. (a) The Pledgor recognizes that that, in the Administrative Agent absence of registration under the Securities Act and applicable state securities laws, the Pledgee may be unable to effect a public sale of any or all of the Pledged Stock, 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Company would agree to do so. (b) . The Pledgor further agrees to use its best efforts to do that the Pledgee shall not incur any liability, and any liability of the Pledgor for any deficiency shall not be impaired, as a result of the sale of the Collateral or cause to be done all any portion thereof at any such other acts as private sale in a manner that the Pledgee reasonably believes is commercially reasonable (within the meaning of Section 679-627 of the Uniform Commercial Code). The Pledgor hereby waives any claims against the Pledgee arising by reason of the fact that the price at which the Collateral may be necessary to make have been sold at such sale was less than the price that might have been obtained at a public sale or sales was less than the aggregate amount of all or the Obligations, even if the Pledgee shall accept the first offer received and does not offer any portion of the Collateral to more than one possible purchaser. Any sale hereunder may be conducted by an officer or agent of Pledgee. The proceeds of such sale and all sums received or collected by Pledgee from or on account of the shares so sold, shall be applied by Pledgee first to the payment of expenses, including attorneys' fees, incurred or paid by Pledgee in connection with the sale or transfer of said shares, and second to the payment of the Obligations under the Note. Pledgor hereby agrees that any disposition of the Pledged Stock pursuant to this Section 9 valid by way of a private placement or other method which in the opinion of Pledgee is required or advisable under federal and binding and in compliance with state securities laws is commercially reasonable. At any and bona fide sale which qualifies as a public sale under the Florida Commercial Code, Pledgee may (if Pledgee is the highest bidder) purchase all other Applicable Laws. The Pledgor further agrees that a breach of or any part of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy Stock at law in respect of such breach and, price 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 occurred under the Credit AgreementPledgee deems proper.

Private Sales. (ai) The Upon request by Lender during the continuance of an Event of Default, Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockInterests, 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Issuer Pledgor would agree to do so. (ba) The 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 Stock Collateral pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 occurred or is currently continuing under the Credit 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) The Pledgor Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws 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 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawsLaws, even if the such Issuer would agree to do so. (b) The 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 Stock pursuant to this Section 9 6.7 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 9 6.7 will cause irreparable injury to the Administrative Agent and Agent, the Lenders not compensable in damagesand each of the other Secured Parties, that the Administrative Agent and 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 to the greatest extent permitted by law each and every covenant contained in this Section 9 6.7 shall be specifically enforceable against the Pledgorsuch Grantor, and such Grantor hereby waives, to the greatest extent permitted by law the Pledgor hereby waives 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Stock, 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Stock Equity for the period of time necessary to permit the Issuer 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 the Issuer Garage Mortgage Borrower or Pledgor would agree to do so. (b) The 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 Stock Equity pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesMezzanine Lender, that the Administrative Agent and the Lenders have Mezzanine Lender has 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 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 of Default Mezzanine Lender has occurred not registered or sought to register the Pledged Equity under the Credit Securities Act of 1933, 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) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stockthat, 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. The 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, 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 be not deemed to have not been made in a commercially reasonable manner. The manner solely by virtue of such 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 Stock Assets for the period of time necessary to permit the Issuer to register such securities its registration for public sale under the Securities Act, or under Act and applicable state securities laws, even and shall not have any responsibility or liability as a result of its election not to conduct any such public sales or delay the sale of any Pledged Assets, notwithstanding the possibility that a substantially higher price might be realized if the Issuer would agree to do so. (b) The sale were deferred until after such registration. Each 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 hereby waives any portion of the Pledged Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to claims against the Administrative Agent and or any other Secured Party arising by reason of the Lenders not compensable in damages, fact that the Administrative Agent and price at which any Pledged Assets may have been sold at any private sale was less than the Lenders price that might have no adequate remedy been obtained at law in respect a public sale or was less than the aggregate amount 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 occurred under the Credit AgreementSecured Obligations.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, 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. The 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, laws even if the Issuer such issuer would agree to do so. (b) The 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 Collateral pursuant to this Section 9 6.5 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants covenant contained in this Section 9 6.5 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesother Secured Parties, that the Administrative Agent and the Lenders other Secured Parties 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 6.5 shall be specifically enforceable against the Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred under the Second Lien Credit Agreement.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Agent Lender may be unable to effect a public sale or other disposition of any or all the Pledged StockCollateral due to the lack of a ready market for the Pledged Collateral, by reason a limited number of potential buyers of the Pledged Collateral or certain prohibitions contained in the Securities Act and applicable Act, state securities laws or otherwiselaws, and other applicable laws, and that the Lender may be compelled to resort to one or more private sales or other dispositions 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. The Pledgor acknowledges and Each Grantor agrees that any such private sale sales or other dispositions 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 or other dispositions and that any such private sale sales or other dispositions shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Administrative Agent Lender shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale or other disposition of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer to register registration of such securities for public sale or other public disposition under the Securities Act, or under Act and applicable state securities laws. Any such sale or other disposition of all or a portion of the Pledged Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale or other disposition where the Lender or any other Person or entity may be the purchaser of all or part of the Pledged Collateral so sold or otherwise disposed of. Each Grantor agrees that to the extent notice of sale or other disposition shall be required by law, at least ten (10) days' prior notice to the applicable Grantor of the time and place after which any private sale is to be made shall constitute reasonable notification. Subject to the foregoing, the Lender agrees that any sale or other disposition of the Pledged Collateral shall be made in a commercially reasonable manner. The Lender shall incur no liability as a result of the sale or other disposition of any of the Pledged Collateral, or any part thereof, at any private sale which complies with the requirements of this ARTICLE VI. Each Grantor hereby waives, to the extent permitted by applicable law, any claims against the Lender arising by reason of the fact that the price at which any of the Pledged Collateral, or any part thereof, may have been sold or otherwise disposed of at such private sale was less than the price that might have been obtained at a public sale or other public disposition, even if the Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause Lender accepts the first offer deemed by the Lender on good faith to be done all such other acts as may be necessary to make such sale or sales of all or commercially reasonable under the circumstances and does not offer any portion of the Pledged Stock pursuant Collateral to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit Agreementmore than one offeree.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Stock, 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Stock Equity for the period of time necessary to permit the Issuer 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 the Issuer Tower Mortgage Borrower or Pledgor would agree to do so. (b) The 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 Stock Equity pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesMezzanine Lender, that the Administrative Agent and the Lenders have Mezzanine Lender has 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 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 of Default Mezzanine Lender has occurred not registered or sought to register the Pledged Equity under the Credit Securities Act of 1933, 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 the Administrative Agent Secured Party may be unable to effect a public sale of any or all the Pledged StockNotes, 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 be deemed to have been made in a not render such sale commercially reasonable mannerunreasonable. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Notes for the period of time necessary to permit the Issuer Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer 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 Stock Notes pursuant to this Section 9 8 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach applicable requirements of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit Agreementlaw.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockCompany 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Company Interests for the period of time necessary to permit the Issuer 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 the Issuer Borrower or Pledgor would agree to do so. (b) The 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 Stock Company Interests pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 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 occurred under Florida, (ii) The foreclosure sale is conducted in accordance with the Credit Agreementlaws 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) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the any Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the 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 Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent Secured Party and the Lenders not compensable in damagesLenders, that the Administrative Agent Secured Party 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect a public sale of any or all of the Pledged StockCompany 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock Company Interests for the period of time necessary to permit the Issuer 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 the Issuer Pledged Entity or Pledgor would agree to do so. (b) The 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 Stock Company Interests pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesPledgee, that the Administrative Agent and the Lenders have Pledgee has 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 occurred and is continuing under the Credit 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) ▇▇▇▇▇▇▇ 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) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 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 be deemed to have been made in a commercially reasonable mannermanner so long as such private sale was conducted in accordance with the applicable requirements for a private sale under the New York UCC. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the any Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the such Issuer would agree to do so. (b) The 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 Stock pursuant to this Section 9 5.5 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9 5.5 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties 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 5.5 shall be specifically enforceable against the such Pledgor, and to the greatest extent permitted by law the 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 occurred and is continuing under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative 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 Stock, 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 to the Pledgee than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so. (b) The 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 Stock pursuant to this Section 9 Pledge Agreement valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesPledgee, that the Administrative Agent and the Lenders have Pledgee has 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 occurred under the Credit Stock Purchase Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged StockSecurities, 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 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 a commercially reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Securities for the period of time necessary to permit the Issuer 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 the Issuer or Pledgor would agree to do so. (b) The 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 Stock Securities pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders have Secured Party has 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 10 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 occurred under the Credit Loan Agreement. (c) 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 Debt, 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. (d) The Code states that Secured Party is able to purchase the Pledged Securities 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 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 Secured Party, 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 Secured Party purchases the Pledged Securities at such a sale. (e) ▇▇▇▇▇▇▇ 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 Securities 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) Administrative Agent conducts the foreclosure sale in the State of New York (provided that any auction conducted electronically through telephonic or video means shall satisfy the conditions of this clause (i)); (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York (provided that any auction conducted electronically through telephonic or video means shall satisfy the conditions of this clause (ii)); (iii) Not more than thirty (30) days before, and not less than ten (10) days in advance of the foreclosure sale, Administrative Agent notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale and/or with respect to any rescheduled foreclosure sale date in the event of a postponement, not less than one (1) Business Day prior notice; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York on any Business Day between the hours of 9 a.m. and 5 p.m. (Eastern Time); (v) The notice of the date, time and location of the foreclosure sale is published two (2) or more times in two (2) or more of the following publications: The Commercial Mortgage Alert; The New York Times; The Wall Street Journal; or such other newspaper widely circulated in New York, New York; provided that in the event a sale is adjourned or rescheduled to a date that is less than fifteen (15) days from the originally scheduled date, no republication of the notice of sale is required, so long as notice of the rescheduled sale, date, time and location is provided to any potential bidder who had received information with respect to the originally scheduled sale directly from Administrative Agent; and (vi) Administrative Agent sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financing statements in the filing offices located in the State of Delaware conducted not later than ten (10) days and not earlier than thirty (30) days before such scheduled date of the foreclosure sale.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Security Trustee may be unable to effect a public sale of any or all the Pledged StockCollateral, 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 be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent Security Trustee shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer 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 Stock Collateral pursuant to this Section 9 8 valid and binding and in compliance with any and all other Applicable Lawsapplicable laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecurity Trustee, that the Administrative Agent and the Lenders have Security Trustee has 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 8 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 occurred under the Credit Agreementand is continuing.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 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 be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state 27 22 securities laws, even if the such Issuer would agree to do so. (b) The 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 pursuant to this Section 9 6.7 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 9 6.7 will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesCreditors, that the Administrative Collateral Agent and the Lenders Creditors 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 6.7 shall be specifically enforceable against the Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred and is continuing under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Holder may be unable to effect a public sale or other disposition of any or all the Pledged Stock, Shares by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseof 1933 (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. The 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 reasonable manner. The Administrative Agent Holder shall be under no obligation to delay a sale of any of the Pledged Stock Shares for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act, or under applicable state securities such other federal banking or other appl icable laws, even if the Issuer would agree to do so. (b) The . Subject to the foregoing, the Holder agrees that any sale of the Pledged Shares shall be made i n a commercially reasonable manner, and the Pledgor further agrees to use its best efforts to cause the Issuer of the Pledged Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of the 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 Holder, advisable to exempt such Pledged Shares 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 Stock pursuant to this Section 9 valid Holder, are necessary or advisable, all in conformity with the requirements of the Securities Act and binding the rules and in compliance with any regulations of the Securities and all other Applicable LawsExchange Commission applicable thereto. The Pledgor further agrees that a breach to use its best efforts to cause the Issuer to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Holder shall designate and, if required, to cause the Issuer 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 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit AgreementSecurities Act.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged StockCompany 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Company Interests for the period of time necessary to permit the Issuer 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 the Issuer GA Tech Owner or Pledgor would agree to do so. (ba) The 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 Stock Company Interests pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesAgent, that the Administrative Agent and the Lenders have has 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 10 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 occurred under the Credit 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 the Administrative Agent Security Trustee may be unable to effect a public sale of any or all the Pledged StockCollateral, 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 be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent Security Trustee shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer Trust to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer 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 Stock Collateral pursuant to this Section 9 8 valid and binding and in compliance with any and all other Applicable Lawsapplicable laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecurity Trustee, that the Administrative Agent and the Lenders have Security Trustee has 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 8 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 occurred under the Credit Agreementand is continuing.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit any issuer of Pledged Stock or the Issuer Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer or the Issuer 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 Stock pursuant to this Section SECTION 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section SECTION 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Issuers would agree to do so. (b) The Pledgor 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 Stock pursuant to this Section 9 Pledge Agreement valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesand the Issuing Lender, that 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 to the greatest extent permitted by law each and every covenant contained in this Section 9 shall be specifically enforceable against the Pledgorsuch Borrower, and to the greatest extent permitted by law the 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged StockCollateral, 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. The Pledgor acknowledges 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit any of the Issuer Pledgors or any Pledged Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer such Pledgors or Pledged Borrowers would agree to do so. (ba) The Pledgor 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 Stock Collateral pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Legal Requirements. The Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesAgent, that the Administrative Agent and the Lenders have has 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 PledgorPledgors, and to the greatest extent permitted by law the Pledgor 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 occurred 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) The Pledgor Each Guarantor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged Stock, 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Securities Collateral for the period of time necessary to permit the Issuer 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 Issuer Borrower or such Guarantor would agree to do so. (b) The 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 Stock Securities Collateral pursuant to this Section 9 5.3 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor Each Guarantor further agrees that a breach of any of the covenants contained in this Section 9 5.3 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has no adequate remedy at law in with respect of to such breach and, as a consequence, that to the greatest extent permitted by law each and every covenant contained in this Section 9 5.3 shall be specifically enforceable against the Pledgoreach Guarantor, and to the greatest extent permitted by law the 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 occurred and is continuing under the Credit AgreementGuaranty, 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) The Pledgor Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Pledged StockStock 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. The 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 be deemed to have been made in a commercially reasonable manner. The Administrative 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 Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the such Issuer would agree to do so. (b) The 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 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesLenders, that the Administrative Collateral 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 Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred and is continuing under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 be deemed to have been made in a commercially reasonable mannermanner so long as such private sale was conducted in accordance with the applicable requirements for a private sale under the New York UCC. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer Subsidiary Guarantor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Subsidiary Guarantor 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 Stock pursuant to this Section 9 5.6 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 5.6 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties 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 5.6 shall be specifically enforceable against the Pledgor, and and, to the greatest extent permitted by law the 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 occurred and is continuing under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Vicis may be unable to effect a public sale of any or all the Pledged StockInterests, 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 reasonable mannerunreasonable manner solely by virtue of such private sale. The Administrative Agent Vicis shall be under no obligation to delay a sale of any of the Pledged Stock 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 the 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 Stock Interests pursuant to this Section 9 section valid and binding and in compliance with any and all other Applicable Lawsapplicable 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 the Administrative Agent and the Lenders not compensable in damagesVicis, that the Administrative Agent and the Lenders have Vicis has 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 11 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 occurred under the Credit Agreementoccurred.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect a public sale of any or all the Pledged StockStock or the Pledged 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 to the Pledgee than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock or the Pledged Interests for the period of time necessary to permit the Issuer Companies to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Pledgor would agree to do so. (b) Upon the occurrence of an Event of Default and at Pledgee's request, the Pledgor agrees to use the Pledgor's best efforts to cause the Companies to disseminate publicly all information required to be disseminated pursuant to the Securities Exchange Act of 1934, as amended, in the event that the Companies or the Pledgor is required to file reports under such Act, or to otherwise make available such information as to permit the public or private sale of the Collateral in accordance with the terms of this Pledge Agreement. The Pledgor further agrees to use its the Pledgor's best efforts to do or cause the Companies to be done all such other acts as cooperate with the Pledgee in taking whatever additional action may be necessary required to make effect such public or private sale or sales of all or any portion of the Pledged Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit AgreementCollateral.

Private Sales. (a) The 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 the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockProperty, 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Property for the period of time necessary to permit the Issuer Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer 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 Stock Property pursuant to this Section paragraph 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this Section paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 paragraph 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 covenants, except for a defense that no Event of Default has occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent SIHL may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 a private sale shall be deemed to have been made in be a commercially reasonable mannermanner to sell the Collateral. The Administrative Agent SIHL shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer SIHL to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the 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 Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSIHL, that the Administrative Agent and the Lenders have SIHL has 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 occurred under the Credit Agreementoccurred.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 a commercially reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer applicable 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 the Issuer such Pledged Entity or Pledgor would agree to do so. (ba) The 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 Stock Interests pursuant to this Section 9 12 valid and binding and in compliance with any and all other requirements of Applicable LawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 12 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders Secured Party 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 12 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 occurred occurred. (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 Outstanding Principal Amount, 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. (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 (i) that it shall not raise any objection to Secured Party’s purchase of any Pledged Interests (through bidding on the obligations or otherwise) and (ii) that a foreclosure sale conducted in conformity with the principles set forth in the 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 Secured Party has not registered or sought to register all or any the Pledged Interests under the Credit Securities Laws, even if Pledgor or any Pledged Entity agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Secured Party purchases all or any Pledged Interests at such a sale. (d) ▇▇▇▇▇▇▇ 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 (exercised at the direction of the Required Holders), 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 New York; (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York; (iii) Not more than ninety (90) days before, and not less than thirty (30) 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, Pledgor hereby specifically agreeing that such notice shall constitute commercially reasonable notice of such sale both with respect to Pledgor and with respect to potential bidders at such sale and other interested third parties; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in New York City 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, the Wall Street Journal (or such other newspaper or periodical widely circulated in New York, New York) not less than twice in any two of such newspapers or publications not less than seven (7) 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 Uniform Commercial Code financing statements in the filing offices located in the State of Delaware, conducted not later than twenty (20) days and not earlier than sixty (60) days before such notification date.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, 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. The 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 be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, laws even if the Issuer such issuer would agree to do so. (b) The 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 Collateral pursuant to this Section 9 6.5 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants covenant contained in this Section 9 6.5 will cause irreparable injury to the Administrative Collateral Agent and other Secured Parties, that the Collateral Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders other Secured Parties 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 6.5 shall be specifically enforceable against the Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred under the Credit Agreement.

Private Sales. (a) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stockthat, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwiseas in effect from time to time, and the Agent may be compelled compelled, with respect to resort any sale of all or any part of the Pledged Equity Interests 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 Equity Interests for their own account account, for investment and not with a view to the distribution or resale thereof. The 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 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 be deemed to have been made in a commercially reasonable manner. The Administrative manner 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 Stock Equity Interests for the period of time necessary to permit the Issuer to register such securities its registration for public sale under the Securities Act, or under Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Issuer would agree Agent accepts the first offer received and does not offer such Pledged Equity Interests to do somore than one offeree. (b) The Each 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 Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesother Secured Parties, that the Administrative Agent and the Lenders other Secured Parties 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 occurred under the Credit AgreementPledgors.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all the Specified Pledged StockStock (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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Specified Pledged Stock (or other Collateral) for the period of time necessary to permit the Issuer to register registration of such securities for public sale under the Securities Act, or under applicable state securities laws, even if the 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 Stock (or other Collateral) pursuant to this Section 9 Pledge Agreement valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders have Secured Party has 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 occurred under the Credit Agreementoccurred.

Private Sales. (a) The In the event Secured Party is entitled to exercise its remedies as set forth in Section 7, Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged StockMembership 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. The 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 reasonable manner by virtue thereof. Secured Party shall conduct any such sale in a commercially reasonable manner. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Membership Interests for the period of time necessary to permit the Issuer 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 the Issuer Company or Pledgor would agree to do so. (b) The 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 Stock Membership Interests and/or other Collateral pursuant to this Section 9 8 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders have Secured Party has 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 8 shall be specifically enforceable against the such 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 occurred under the Credit AgreementPromissory Note.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockSecurities, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Securities for the period of time necessary to permit the Issuer 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 the Issuer Pledgor or Sixth Mezzanine Borrower would agree to do so. (b) The 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 Stock Securities pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 10 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 (x) no Event of Default has occurred under the Credit 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) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer 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 the Issuer Issuers or Pledgor would agree to do so. (ba) The 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 Stock Interests pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders have Secured Party has 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 occurred under the Credit 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) The NMLP, the Holding Company and each General Partner Pledgor recognizes recognize that the Administrative Agent may be unable to effect a public sale of any or all the NMLP Pledged StockInterests, the Holding Company Pledged Interests or the General Partner Pledgor 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 Distribution or resale thereof. The NMLP, the Holding Company and each General Partner Pledgor acknowledges acknowledge and agrees agree 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 be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent shall be under no obligation to delay a sale of any of the NMLP Pledged Stock Interests, the Holding Company Pledged Interests or General Partner Pledgor Pledged Interests for the period of time necessary to permit NMLP, the Issuer Holding Company or the General Partner Pledgors to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if NMLP, the Issuer Holding Company or the General Partner Pledgors would agree to do so. (b) The NMLP, the Holding Company and each General Partner Pledgor 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 any sale or sales of all or any portion of the NMLP Pledged Stock Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests pursuant to this Section 9 11 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law; provided, however, that neither NMLP nor the Holding Company nor any General Partner Pledgor shall be under any obligation to register the NMLP Pledged Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. The NMLP, the Holding Company and each General Partner Pledgor further agrees agree that a breach of any of the covenants contained in this Section 9 11 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesAgent, that the Administrative Agent and the Lenders have has 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 11 shall be specifically enforceable against NMLP, the Holding Company and each General Partner Pledgor, and to NMLP, the greatest extent permitted by law the Holding Company and each General Partner Pledgor 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 default has occurred under with respect to the Credit AgreementNMLP Obligations, the Holding Company Obligations or the General Partner Pledgor Obligations.

Private Sales. (a) The Pledgor Grantor recognizes that the Administrative Agent Collateral Trustee may be unable to effect a public sale or other disposition of any or all the Pledged StockCollateral due to the lack of a ready market for the Pledged Collateral, by reason a limited number of potential buyers of the Pledged Collateral or certain prohibitions contained in the Securities Act and applicable Act, state securities laws or otherwiselaws, and other applicable laws, and that the Collateral Trustee may be compelled to resort to one or more private sales or other dispositions 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. The Pledgor acknowledges and Grantor agrees that any such private sale sales or other dispositions 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 or other dispositions and that any such private sale sales or other dispositions shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Administrative Agent Collateral Trustee shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale or other disposition of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer to register registration of such securities for public sale or other public disposition under the Securities Act, or under Act and applicable state securities laws. Any such sale or other disposition of all or a portion of the Pledged Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale or other disposition where the Collateral Trustee or any other Person or entity may be the purchaser of all or part of the Pledged Collateral so sold or otherwise disposed of. The Grantor agrees that to the extent notice of sale or other disposition shall be required by law, at least ten (10) days’ prior notice to the Grantor of the time and place after which any private sale is to be made shall constitute reasonable notification. Subject to the foregoing, the Collateral Trustee agrees that any sale or other disposition of the Pledged Collateral shall be made in a commercially reasonable manner. The Collateral Trustee shall incur no liability as a result of the sale or other disposition of any of the Pledged Collateral, or any part thereof, at any private sale which complies with the requirements of this ARTICLE VI. The Grantor hereby waives, to the extent permitted by applicable law, any claims against the Collateral Trustee arising by reason of the fact that the price at which any of the Pledged Collateral, or any part thereof, may have been sold or otherwise disposed of at such private sale was less than the price that might have been obtained at a public sale or other public disposition, even if the Issuer would agree to do so. (b) The Pledgor further agrees to use its best efforts to do or cause Collateral Trustee accepts the first offer deemed by the Collateral Trustee on good faith to be done all such other acts as may be necessary to make such sale or sales of all or commercially reasonable under the circumstances and does not offer any portion of the Pledged Stock pursuant Collateral to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit Agreementmore than one offeree.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockCollateral, 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. The 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 be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Issuer 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 any sale or sales of all or any portion of the Pledged Stock Collateral pursuant to this Section 9 11 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law; provided, however, with respect to the Ownership Interests Pledges, that Pledgor shall not be under any obligation to register the Ownership Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 11 will cause irreparable injury to the Administrative Agent, that Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have has 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 11 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 default has occurred under with respect to the Credit AgreementObligations.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockStock 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. The 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 be deemed to have been made in a commercially reasonable manner. 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 Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the such Issuer would agree to do so. (b) The 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 9 6.7 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 9 6.7 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 6.7 shall be specifically enforceable against the Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred and is continuing under the Credit Agreement.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockStock 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. The 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 be deemed to have been made in a commercially reasonable manner. 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 Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the such Issuer would agree to do so. (b) The 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 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockInterests, 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the an Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the 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 Stock Interests pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the 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 Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that 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 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect a public sale of any or all the Pledged StockStock or the Pledged 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 to the Pledgee than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock or the Pledged Interests for the period of time necessary to permit the Issuer Companies to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Pledgor would agree to do so. (b) Upon the occurrence of an Event of Default and at Pledgee's request, the Pledgor agrees to use the Pledgor's best efforts to cause the Companies to disseminate publicly all information required to be disseminated pursuant to the Securities Exchange Act of 1934, as amended, in the event that the Companies or the Pledgor is required to file reports under such Act, or to otherwise make available such information as to permit the public or private sale of the Collateral in accordance with the terms of this Pledge Agreement. The Pledgor further agrees to use its the Pledgor's best efforts to cause the Companies to cooperate with the Pledgee in taking whatever additional action may be required to effect such public or private sale of the Collateral. (c) The Pledgor further agrees to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Stock or the Pledged Interests pursuant to this Section paragraph 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants covenant contained in this Section 9 paragraph 9(c) will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesPledgee, that the Administrative Agent and the Lenders have Pledgee has 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 such 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 occurred under the Credit Agreementcovenant.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Security Trustee may be unable to effect a public sale of any or all the Pledged StockCollateral, 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 be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent Security Trustee shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer 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 Stock Collateral pursuant to this Section 9 8 valid and binding and in compliance with any and all other Applicable Lawsapplicable laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecurity Trustee, that the Administrative Agent and the Lenders have Security Trustee has 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 8 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 occurred under the Credit Agreementand is continuing.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Trustee may be unable to effect a public sale of any or all of the Pledged Stock, 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Trustee shall be under no obligation to delay a sale of any of the Pledged Stock Company Interests for the period of time necessary to permit the Issuer 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 the Issuer Pledged Entity would agree to do so. (b) The 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 Stock Company Interests pursuant to this Section 9 11 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 11 will cause irreparable injury to the Administrative Agent Trustee and the Lenders not compensable in damagesHolders, that the Administrative Agent Trustee and the Lenders Holders 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 11 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 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 occurred not registered or sought to register the Pledged Company Interests under the Credit 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 the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockCompany 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Company Interests for the period of time necessary to permit the Issuer Borrower or Pledgor to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, even if the Issuer Borrower or Pledgor would agree to do so. (b) The 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 Stock Company Interests pursuant to and in accordance with this Section 10 and Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the ▇▇▇▇▇▇▇’s covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders Lender 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 10 shall be specifically enforceable against the Pledgor, and to the greatest extent permitted by law the 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 occurred 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 Credit AgreementSecurities 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) The Borrower, the Holding Company and each General Partner Pledgor recognizes recognize that the Administrative Agent may be unable to effect a public sale of any or all the Borrower Pledged StockInterests, the Holding Company Pledged Interests or the General Partner Pledgor 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 Distribution or resale thereof. The Borrower, the Holding Company and each General Partner Pledgor acknowledges 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 that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Pledged Stock Interests, the Holding Company Pledged Interests or General Partner Pledgor Pledged Interests for the period of time necessary to permit the Issuer Borrower, the Holding Company or the General Partner Pledgors to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Issuer Borrower, the Holding Company or the General Partner Pledgors would agree to do so. (b) The Borrower, the Holding Company and each General Partner Pledgor 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 any sale or sales of all or any portion of the Borrower Pledged Stock Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests pursuant to this Section 9 paragraph 11 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law; provided, however, that neither the Borrower nor the Holding Company nor any General Partner Pledgor shall be under any obligation to register the Borrower Pledged Interests, the Holding Company Pledged Interests or the General Partner Pledgor Pledged Interests for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. The Borrower, the Holding Company and each General Partner Pledgor further agrees agree that a breach of any of the covenants contained in this Section 9 paragraph 11 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesAgent, that the Administrative Agent and the Lenders have has 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 paragraph 11 shall be specifically enforceable against the Borrower, the Holding Company and each General Partner Pledgor, and to the greatest extent permitted by law Borrower, the Holding Company and each General Partner Pledgor 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 default has occurred under with respect to the Credit AgreementBorrower Obligations, the Holding Company Obligations or the General Partner Pledgor Obligations.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockSecurities, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Securities for the period of time necessary to permit the Issuer 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 the Issuer Pledgor or Sixth Mezzanine Borrower would agree to do so. (b) The 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 Stock Securities pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 10 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 (x) no Event of Default has occurred under the Credit AgreementLoan 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) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit any Issuer or the Issuer Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Issuer 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 Stock pursuant to this Section SECTION 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section SECTION 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer 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 the Issuer Mortgage Borrower or Borrower would agree to do so. (b) The 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 Stock Interests pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 10 shall be specifically enforceable against the PledgorBorrower, and to the greatest extent permitted by law the 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 occurred under the Credit 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) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockStock 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock or the Pledged Promissory Notes for the period of time necessary to permit any Issuer or the Issuer Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Issuer 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 Stock or the Pledged Promissory Notes pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 10 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer 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 the Issuer Mortgage Borrower or Borrower would agree to do so. (b) The 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 Stock Interests pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 10 shall be specifically enforceable against the PledgorBorrower, and to the greatest extent permitted by law the 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 occurred under the Credit 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) The Pledgor Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the any Issuer 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 the any Issuer or Borrower would agree to do so. (b) The 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 Stock Interests pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor Borrower further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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, Borrower and to the greatest extent permitted by law the 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 occurred under the Credit 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) The Pledgor recognizes that the Administrative Collateral ------------- Agent may be unable to effect a public sale of any or all of the Pledged Stock, Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort resort, as permitted under Article 585 of the Argentine Commercial Code, 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 to the Collateral Agent than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock Collateral for the period of time necessary to permit the Issuer Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer Company 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 any sale or sales of all or any portion of the Pledged Stock Collateral pursuant to this Section 9 Pledge Agreement valid and binding and in compliance with any or all applicable provisions of the certificate of incorporation and by-laws or other organizational or governing documents of the Company, and all laws, treaties, rules or regulations or determinations of an arbitrator or a court or other Applicable Lawsgovernmental authority. The Pledgor authorizes the Collateral Agent to disclose information regarding the Pledgor, Maker and Company in the Collateral Agent's possession to a potential buyer of the Collateral in foreclosure sale, provided that such buyer agrees to keep such information confidential. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSellers, that the Administrative Agent and Collateral Agent, on behalf of the Lenders have Sellers has 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 10 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 occurred under the Credit Agreementand is continuing or prior payment or prior performance.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 a commercially reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer applicable 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 the Issuer such Pledged Entity or Pledgor would agree to do so. (ba) The 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 Stock Interests pursuant to this Section 9 11 valid and binding and in compliance with any and all other requirements of Applicable LawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 11 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders Secured Party 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 11 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 occurred occurred. (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 Outstanding Principal Amount, 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. (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 (i) that it shall not raise any objection to Secured Party’s purchase of any Pledged Interests (through bidding on the obligations or otherwise) and (ii) that a foreclosure sale conducted in conformity with the principles set forth in the 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 Secured Party has not registered or sought to register all or any the Pledged Interests under the Credit Securities Laws, even if Pledgor or any Pledged Entity agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Secured Party purchases all or any Pledged Interests at such a sale. (d) ▇▇▇▇▇▇▇ 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 (exercised at the direction of the Required Holders), 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 New York; (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York; (iii) Not more than ninety (90) days before, and not less than thirty (30) 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, Pledgor hereby specifically agreeing that such notice shall constitute commercially reasonable notice of such sale both with respect to Pledgor and with respect to potential bidders at such sale and other interested third parties; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in New York City 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, the Wall Street Journal (or such other newspaper or periodical widely circulated in New York, New York) not less than twice in any two of such newspapers or publications not less than seven (7) 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 Uniform Commercial Code financing statements in the filing offices located in the State of Delaware, conducted not later than twenty (20) days and not earlier than sixty (60) days before such notification date.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent M&I may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent M&I shall be under no obligation to delay a sale of any of the Pledged 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 the 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 Stock pursuant to this Section 9 section valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesM&I, that the Administrative Agent and the Lenders have M&I has 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 occurred under the Credit Agreementoccurred.

Private Sales. (a) The If the Lender exercises its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, the Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if 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 Stock pursuant to this Section paragraph 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 paragraph 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 covenants, except for a defense that no Event of Default has occurred under the Credit Loan Agreement.

Private Sales. (a) The Pledgor Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and 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 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 be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the such Issuer would agree to do so. (b) The 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 pursuant to this Section 9 6.7 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor Each Grantor further agrees that a breach of any of the covenants contained in this Section 9 6.7 will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesLenders, that the Administrative Collateral 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 6.7 shall be specifically enforceable against the Pledgorsuch Grantor, and to the greatest extent permitted by law the 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 occurred and is continuing under the Credit Agreement.

Private Sales. (a) 8.1 The Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect 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 Stock, 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. The 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 reasonable manner. The Administrative Agent shall be under no obligation to delay unreasonable manner solely because of its nature as a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do soprivate sale. (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 Stock pursuant to Article VII and this Section 9 Article VIII valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in Article VII and this Section 9 Article VIII will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has 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 Article VII and this Section 9 Article VIII shall be specifically enforceable against the Pledgor, and to the greatest extent permitted by law 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 occurred under the Credit Agreementcovenants.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer 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 Stock pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged StockInterests, 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 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 a commercially reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Interests for the period of time necessary to permit the Issuer applicable 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 the Issuer such Pledged Entity or Pledgor would agree to do so. (ba) The 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 Stock Interests pursuant to this Section 9 10 valid and binding and in compliance with any and all other requirements of Applicable LawsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders Secured Party 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 10 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 occurred occurred. (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 Outstanding Principal Amount, 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. (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 (i) that it shall not raise any objection to Secured Party’s purchase of any Pledged Interests (through bidding on the obligations or otherwise) and (ii) that a foreclosure sale conducted in conformity with the principles set forth in the 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 Secured Party has not registered or sought to register all or any the Pledged Interests under the Credit Securities Laws, even if Pledgor or any Pledged Entity agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Secured Party purchases all or any Pledged Interests at such a sale. (d) ▇▇▇▇▇▇▇ 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 (exercised at the direction of the Required Holders), 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 New York; (ii) The foreclosure sale is conducted in accordance with the laws of the State of New York; (iii) Not more than ninety (90) days before, and not less than thirty (30) 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, Pledgor hereby specifically agreeing that such notice shall constitute commercially reasonable notice of such sale both with respect to Pledgor and with respect to potential bidders at such sale and other interested third parties; (iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in New York City 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, the Wall Street Journal (or such other newspaper or periodical widely circulated in New York, New York) not less than twice in any two of such newspapers or publications not less than seven (7) 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 Uniform Commercial Code financing statements in the filing offices located in the States of Delaware, Iowa, Ohio or Tennessee, as applicable, conducted not later than twenty (20) days and not earlier than sixty (60) days before such notification date.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockSecurities, 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Securities for the period of time necessary to permit any issuer of Pledged Stock or the Issuer Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer or the Issuer 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 Stock Securities pursuant to this Section SECTION 9 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section SECTION 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 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 occurred under the Credit Agreement.

Private Sales. (a) The 8.1. Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect 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 Stock, 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. The 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 reasonable manner. The Administrative Agent shall be under no obligation to delay unreasonable manner solely because of its nature as a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do soprivate sale. (b) The 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 Stock pursuant to Section 7 and this Section 9 8 valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in Section 7 and this Section 9 8 will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesCreditors, that the Administrative Collateral Agent and the Lenders Creditors 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 Section 7 of this Section 9 8 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 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 occurred under the Credit Agreementcovenants.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect a public sale of any or all of the Pledged StockCompany 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. The 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 reasonable mannerunreasonable manner solely by virtue of being a private sale. The Administrative Agent Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock Company Interests for the period of time necessary to permit the Issuer 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 the Issuer Pledged Entity or Pledgor would agree to do so.. 11 Pledge and Security Agreement (b) The 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 Stock Company Interests pursuant to this Section 9 valid and binding and in compliance with any and all other Applicable Lawsrequirements of applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesPledgee, that the Administrative Agent and the Lenders have Pledgee has 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 occurred and is continuing under the Credit 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) ▇▇▇▇▇▇▇ 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) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all the Pledged StockIssuer 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 agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock Issuer Interests for the period of time necessary to permit the Issuer to reorganize and/or register such securities for public sale under the Securities Act, or under applicable state securities laws, even if 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 Stock Collateral pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders Secured Party not compensable in damages, that the Administrative Agent and the Lenders have Secured Party has 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 10 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 occurred under the Credit AgreementPurchase Agreement or that the Obligations have been paid in full.

Private Sales. (a) The Pledgor recognizes Pledgors recognize that the Administrative Agent Company may be unable to effect a public sale of any or all the Pledged StockShares, 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 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 reasonable mannerunreasonable manner solely by virtue of such private sale. The Administrative Agent the Company shall be under no obligation to delay a sale of any of the Pledged Stock 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 the such Issuer would agree to do so. (b) The 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 Stock Shares pursuant to this Section 9 section valid and binding and in compliance with any and all other Applicable Lawsapplicable requirements of law, except that Pledgors shall not be obligated to register the Pledged Shares under state or federal securities laws. The Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesCompany, that the Administrative Agent and the Lenders have Company has 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 PledgorPledgors, and to the greatest extent permitted by law the 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 under the Credit Agreementoccurred.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockEquity 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock Equity Interests for the period of time necessary to permit the Issuer 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 Issuer 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 Stock Equity Interests pursuant to this Section 9 10 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders Lender 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 10 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 occurred under the Credit Agreement.

Private Sales. (a) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged StockStock 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 be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock or the Pledged Promissory Notes for the period of time necessary to permit any Issuer or the Issuer Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Issuer 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 Stock or the Pledged Promissory Notes pursuant to this Section 9 SECTION 10 valid and binding and in compliance with any and all other Applicable Lawsapplicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 SECTION 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that 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 SECTION 10 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 occurred under the Credit Agreement.