Common use of Sale of Pledged Collateral Clause in Contracts

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.

Sale of Pledged Collateral. If an Event (a) Upon compliance with any mandatory requirements of Default shall have occurred law, and be continuing, then, in addition upon at least ten (10) days prior written notice to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice Borrower (except as expressly provided in this Section 5.2)below) of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made, exercise all the rights and remedies of a secured party under Lender shall have the Code as in effect in any relevant jurisdiction (whether or not the Code applies right to the Pledged Collateral), and in addition may sell, give an option assign and deliver the whole or options to purchase, contract to sell or otherwise dispose any part of the Pledged Collateral, at any time or any part thereoftimes, as hereinafter provided and may sellwithin or without Cuyahoga County, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesOhio, at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's ’s board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at for such price or prices and on such terms as are commercially reasonable and not in violation of any applicable securities law, and in connection therewith the Lender at any sale may bid for or purchase the whole or any part of the Pledged Collateral so offered for sale, free from any right of redemption, stay or appraisal on the part of the Borrower, all of which rights the Borrower hereby waives and releases. The Borrower hereby agrees that the ten (including10) day notice of sale provided for in this subsection 4.2(a) is commercially reasonable. (b) The Lender shall be authorized at any sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account in compliance with the Securities Act of 1933, without limitationthe rules and regulations thereunder, a requirement and all applicable state “Blue Sky” laws. the Lender may take all such further acts as it may in its sole good faith discretion deem necessary or advisable for the Lender’s protection or for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to the costs of sale or otherwise, depreciate prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any purchase such sale, the Lender shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives, to the extent permitted by law, all rights of stay or appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. For purposes of this subsection 4.2(b), an agreement to sell all or any part of the Pledged Collateral for investment shall be without treated as a sale of such Pledged Collateral, and the Lender shall be free to carry out the sale of any intention Pledged Collateral pursuant to make a distribution thereofany such agreement and the Borrower shall not be entitled to the return of any such Pledged Collateral subject thereto, notwithstanding that after the Lender shall have entered into such an agreement, all Events of Default may have been remedied. (c) The proceeds of any sale of Pledged Collateral shall be applied first to the Lender’s costs and expenses of sale and then to the Pledge Obligations then due (in such order as the Pledgee shall, in its sole discretion, deem appropriateLender may determine). Either The balance of the Lenders may be the purchasers proceeds of any or all sale of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may remaining after payment in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either full of the Lenders) the Pledged Collateral so sold. Except if costs and to the extent otherwise prohibited by law, each purchaser (including either expenses of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale Pledge Obligations then due shall be held at such time or times within ordinary business hours by the Lender as the Pledgee shall fix in the notice of such sale. At additional security for any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsPledge Obligations not then due and payable. The Pledgee Borrower shall not be obligated to make nevertheless remain liable for any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofdeficiency.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingSecured Party is authorized, then, in addition to at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif Secured Party deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Secured Party shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of Secured Party’s intention to make any such public or private salesales or sale at broker’s board or on a securities exchange. Such notice notice, in case of sale at broker’s board or a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be made. Any such public made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered to sale shall be held at such time board or times within ordinary business hours as the Pledgee shall fix in the notice of such saleexchange. At any such sale sale, the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Pledgee Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so soldsuch selling price, and, in case of any such failure, and such Pledged Collateral may again be sold pursuant upon like notice. Secured Party may also, at Secured Party’s discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any part thereof, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.

Sale of Pledged Collateral. If Subject at all times to the provisions of the Intercreditor Agreement and the Subordination Agreement, upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, thenwithout limiting the generality of this Section and without notice, and without any obligation of the Pledgees to proceed against Pledgor or any other assets of Pledgor, the Pledgees may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)its discretion, exercise any or all the rights and remedies of available upon default to a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not of the Code applies to State of California, including without limitation the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract right to sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesparcels, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's ’s board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such other terms (includingas the Pledgees may deem commercially reasonable, without limitationfor cash, a requirement that any credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, Pledgees may in such event, bid for the purchase of such securities or cause all or any part portion of the Pledged Collateral to be transferred into Pledgees’s name or the name of its nominee and exercise all rights, powers and remedies of an owner. Pledgor agrees that Pledgees has no obligation to preserve rights to the Pledged Collateral or marshaling any Pledged Collateral for investment be the benefit of any Person. Pledgees may sell the Pledged Collateral without giving any intention warranties as to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either Pledged Collateral and may specifically disclaim any warranties of title or the like without affecting the commercial reasonableness of the Lenders may be the purchasers sale of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right Collateral. Pledgees is hereby granted a license or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the other right to deliveruse, assign without charge, Pledgor’s labels, patents, copyrights, name, trade secrets, trade names, trademarks and transfer to the purchaser thereof (including either of the Lenders) the advertising matter, or any similar property, in completing production, advertising or selling any Pledged Collateral so soldand Pledgor’s rights under all licenses and all franchise agreements shall inure to Pledgees’s benefit. Except if and Pledgor agrees that, to the extent otherwise prohibited by law, each purchaser (including either notice of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from be required by law and has not been waived by Pledgor, any claim or right requirement of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state be met if notice, specifying the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale shall be held at such time , is personally served on or times within ordinary business hours as the Pledgee shall fix mailed, postage prepaid, to Pledgor, in accordance with the notice provisions of the Stock Purchase Agreement at least five (5) days before the time of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Pledgees shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Pledgees may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which the same may be it was so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofadjourned.

Sale of Pledged Collateral. If Subject to Section 6.22: (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at irrespective of the impact of any such sales on the market price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Pledgor hereby waives any claims against the same Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree so long as such process is commercially reasonable. (b) The Pledgor recognizes that, if an Event of Default shall have occurred and be so adjourned without further notice or publication. In case of any sale of continuing, the Collateral Agent may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended), and the full selling price is paid by Pledgor agrees that the purchaser thereof, but Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any Pledged Collateral to permit the Pledgee shall not incur any liability in case of the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act of 1933, andas amended. If the Collateral Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request the Pledgor shall, from time to time, furnish to the Collateral Agent all such information as is necessary in case order to determine the number of any such failure, such shares and other instruments included in the Pledged Collateral which may again be sold pursuant by the Collateral Agent as exempt transactions under the Securities Act of 1933, as amended, and rules of the Securities Exchange Commission thereunder, as the same are from time to the provisions hereoftime in effect.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee Security Agent may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the PledgeeSecurity Agent, at any exchange or broker's board or at the PledgeeSecurity Agent's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee Security Agent shall, in its sole discretion, deem appropriate. Either of the Lenders Any Secured Party may be the purchasers purchaser of any or all of the Pledged Collateral so sold at any such a public sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kindkind and the obligations of the Pledgor to such purchaser may be applied as a credit against the purchase price. The Pledgee Security Agent may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee Security Agent shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lendersany Secured Party) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lendersany Secured Party) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Security Agent shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notificationnotification within the meaning of Section 9-504(c) of the Uniform Commercial Code of the State of New York or its equivalent in the Uniform Commercial Code of any other relevant jurisdiction) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee Security Agent shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Security Agent shall not be obligated to make any sale pursuant to any such notice. The Pledgee Security Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Security Agent until the full selling price is paid by the purchaser thereof, but the Pledgee Security Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, Each purchaser at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention sale pursuant to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale this Agreement shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which Pledgor now has or may at any equity time in the future have under any applicable Law now existing or right hereafter enacted. Neither Pledgee’s compliance with the UCC or any other applicable Law, in the conduct of redemption any sale made pursuant to this Agreement, nor its disclaimer of any warranties relating to the PledgorPledged Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. The Pledgee shall give the Pledgor at least ten (10) 10 days' ’ written notice (which the Pledgor agrees is reasonable notificationnotice within the meaning of Section 9-612 of the UCC) of Pledgee’s intention to make any such public or private salesale of Pledged Collateral. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant of any Pledged Collateral if it shall determine not to any do so, regardless of the fact that notice of sale of such noticePledged Collateral shall have been given. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same was so adjourned. To the fullest extent permitted by applicable Laws, Pledgee may be so adjourned without further notice bid for or publication. In case of any sale of all purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to Pledgee from Pledgor as a credit against the purchase price and Pledgee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledgor therefor. Pledgor agrees to pay any deficiency remaining after collection or realization by Pledgee on the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofCollateral.

Sale of Pledged Collateral. If Without limiting the generality of Section 5.01, if an Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, delivery and at such price or prices and upon such other terms as are commercially reasonable, irrespective of the impact of any such sale on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, therefore and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmore than one offeree.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingSecured Party is authorized, then, in addition to at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif Secured Party deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Secured Party shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of Secured Party’s intention to make any such public or private salesales or sale at broker’s board or on a securities exchange. Such notice notice, in case of sale at broker’s board or a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be made. Any such public made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered to sale shall be held at such time board or times within ordinary business hours as the Pledgee shall fix in the notice of such saleexchange. At any such sale sale, the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Pledgee Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so soldsuch selling price, and, in case of any such failure, and such Pledged Collateral may again be sold pursuant upon like notice. Secured Party may also, at Secured Party's discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any part thereof, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board sale or at the PledgeeCollateral Agent's place of business corporate trust office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as is commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Pledgor agrees that, to the extent notice of sale shall give the Pledgor be required by law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of all the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral on credit or for future deliverymay have been sold at such a private sale, if commercially reasonable, was less than the Pledged price which might have been obtained at a public sale, even if the Collateral so sold may be retained by Agent accepts the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall first offer received and does not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, offer such Pledged Collateral may again be sold to more than one offeree. (b) The Pledgor recognizes that the Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the provisions hereofIntercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may elect to sell all or a part of the Stock Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Stock Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act")), and the Pledgor and the Collateral Agent agree that such private sales shall be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any Stock Collateral to permit the issuer thereof to register the Stock Collateral for a form of public sale requiring registration under the Securities Act. If the Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, determines to exercise its right to sell any or all of the Stock Collateral, upon written request, the Pledgor shall, from time to time, furnish to the Collateral Agent all such information necessary in order to determine the number of shares and other instruments included in the Stock Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose The sale of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and portion thereof may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, made at any public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, Secured Party shall deem appropriate. Either of the Lenders may The Secured Party shall be the purchasers of any or all of the Pledged Collateral so sold authorized at any such sale and thereafter hold (to the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, extent it deems it advisable to do so) to restrict the prospective bidders or purchasers as to persons who will represent and agree that they are purchasing the Pledged Collateral then being sold for their numberown account for investment and not with a view to the distribution or resale thereof, nature and upon consummation of business and investment intention. Upon any such sale, sale the Pledgee Secured Party shall have the right to deliverassign, assign endorse, transfer and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all right of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Except in the case of Pledged Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized exchange, the Secured Party shall give to the Pledgor at least ten (10) days' written notice (which of the Pledgor agrees is reasonable notification) of Secured Party's intention to make any such public or private salesale or sale at a broker's board or on any such securities exchange. Such notice notice, in case of public sale, shall state the time and place fixed for any public such sale, and, in the case of sale and at a broker's board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or any portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours hours, and at such place or places, as the Pledgee shall Secured Party may fix in the notice of such sale. At any such sale sale, the Pledged Collateral Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine and the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of any Obligation) for and purchase the whole or any part of the Pledged Collateral. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned without further notice or publicationadjourned. In case of any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling sale price is paid by the purchaser or purchasers thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold, sold and, in the case of any such failure, such Pledged Collateral may again be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral, or any portion thereof, pursuant to the provisions hereofa judgment or decree of a court or courts of competent jurisdiction.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to Lender is authorized at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Lender shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which hereby specifically waives, to the Pledgorfullest extent permitted by applicable law, all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee Lender shall give the Pledgor at least ten (10) days' written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private salesale or sale at broker's board or on a securities exchange. Such notice notice, in case of sale at broker's board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any Lender shall have no obligation to disclose or provide any information concerning Issuer or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such public sale time, and Pledgor agrees and acknowledges that it shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice commercially reasonable for any notices of any such sale, published or otherwise, to specifically so state. At any such sale sale, the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Lender shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lender until the full selling price is paid by the purchaser thereof, but the Pledgee Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Lender may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval, or authorization of any state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval, or authorization, and will otherwise use its best efforts to secure the same.

Sale of Pledged Collateral. If an Event of Default shall have occurred (a) Upon at least ten days written notice to the Pledgor, which notice the Pledgor agrees is reasonable, and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as of any kind, all of which are hereby expressly provided in this Section 5.2)waived, exercise all the rights and remedies of a secured party under Pledgee shall have the Code as in effect in any relevant jurisdiction (whether or not the Code applies right to the Pledged Collateral), and in addition may sell, give an option assign and deliver the whole or options to purchase, contract to sell or otherwise dispose any part of the Pledged Collateral, at any time or any part thereoftimes, as hereinafter provided and may sellwithin or without Charlotte, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesNorth Carolina, at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at for such price or prices and on such terms as the Pledgee may determine to be commercially reasonable, and in connection therewith the Pledgee or any Bank at any sale may bid for or purchase the whole or any part of the Pledged Collateral so offered for sale, free from any right of redemption, stay or appraisal on the part of the Pledgor, all of which rights the Pledgor hereby waives and releases, to the full extent permitted by law. (includingi) If at any time or times, without limitationin the opinion of the Pledgee, a requirement that any purchase it should be necessary or desirable, in order for the Pledgee to dispose of all or any part of the Pledged Collateral for investment be without in any intention sale or sales pursuant hereto, to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of comply with or to register or quality all or any or all part of the Pledged Collateral so under the Securities Act of 1933, as amended (the "Securities Act"), or under any similar Federal statute then in effect, or any rules or regulations thereunder, and/or to comply with the laws, rules and regulations of any state regulating the sale of securities, the Pledgor shall, upon the request of the Pledgee, as expeditiously as possible and in good faith, use its best efforts to cause each Company to effect and continue such registration, qualification and compliance. The Pledgor further shall, and shall cause each Company to, indemnify and hold harmless the Pledgee and any underwriter from and against any claims and liabilities caused by any untrue statement of a material fact or omission to state a material fact required to be stated in any registration statement, offering circular or prospectus used in connection with such registration, qualification or compliance, or necessary to make the statements therein not misleading, except insofar as such claims or liabilities are caused by any untrue statement or omission based upon or in conformity with information furnished by the Pledgee expressly for the purpose of inclusion in such registration statement, offering circular or prospectus. (ii) Notwithstanding the foregoing, the Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral or that it may be commercially unreasonable to do so, and may find it appropriate or necessary to resort to one or more private sales to a restricted group of purchasers who will be obligated 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 that any such private sales may be at places and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall not by reason thereof be deemed to have been made in a commercially unreasonable manner, and that the Pledgee shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale and thereafter hold under the same, absolutely free from Securities Act or any right or claim of whatsoever kind. other applicable securities law. (iii) The Pledgee may in its sole discretion, shall be authorized at any such sale, sale to restrict the prospective bidders or purchasers to Persons who will be eligible to hold or control the applicable Licenses under FCC and other governmental regulations, the terms of the Licenses and other applicable law, rules and regulations. (iv) The Pledgee may take all such further acts as it may in its reasonable discretion deem necessary or advisable for the Pledgee's or the Banks' protection or for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to their numberthe costs of sale or otherwise, nature of business and investment intentionreduce prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any such sale, the Pledgee shall have the right to deliverassign, assign transfer, endorse and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor. The Pledgee shall give , and the Pledgor at least ten (10) days' notice (hereby waives, to the full extent permitted by law, all rights of redemption, stay or appraisal which the Pledgor agrees is reasonable notification) of any such public now has or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time in the future have under any rule of law or place statute now existing or hereafter enacted. For purposes of this Section 6.2, an agreement to which the same may be so adjourned without further notice or publication. In case of any sale of sell all or any part of the Pledged Collateral on credit shall be treated as a sale of such Pledged Collateral, and the Pledgee shall be free to carry out the sale of any Pledged Collateral pursuant to any such agreement and the Pledgor shall not be entitled to the return of any such Pledged Collateral subject thereto, notwithstanding that after the Pledgee shall have entered into such an agreement, all Events of Default may have been remedied. (c) The proceeds of any sale, collection or for future delivery, other realization upon or of the Pledged Collateral so sold may shall be retained applied (i) first, to the actual expenses incurred by the Pledgee until in connection with this Agreement or the full selling price is paid by exercise of any right or remedy hereunder, or any sale or disposition, including, without limitation, the purchaser thereofexpenses of taking, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up holding, advertising and pay for preparing the Pledged Collateral so soldfor sale or disposition, and, the expenses incurred in case of any such failure, such registering the Pledged Collateral may again be sold pursuant as provided in Section 6.2(b)(i), all court costs and the Pledgee's reasonable attorneys' fees, (ii) next, to all advances made by the Pledgee hereunder for the account of the Pledgor and all costs and expenses paid or incurred by the Pledgee in connection with this Agreement or any right or remedy hereunder, (iii) next, pro rata to the provisions hereofBanks, to the principal of and interest on the Notes and all other Pledge Obligations, and (iv) lastly, any surplus to the Pledgor, except as otherwise required by law or as a court of competent jurisdiction may otherwise direct. The Pledgor and each other Person which may become liable on or with respect to the Notes shall nevertheless remain liable for any deficiency.

Sale of Pledged Collateral. If an Event of Default -------------------------- under any of the Obligations Documents shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may Lessor may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the PledgeeLessor, at any exchange or broker's board or at the PledgeeLessor's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee Lessor shall, in its sole discretion, discretion deem appropriate. Either of the Lenders Lessor may be the purchasers purchaser of any or all of the Pledged Collateral so sold at any such a public sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kindkind and the obligations of Pledgor to such purchaser may be applied as a credit against the purchase price. The Pledgee may Lessor may, in its sole discretion, discretion and at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee Lessor shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the LendersLessor) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the LendersLessor) at any such sale shall hold the Pledged Collateral so sold sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Lessor shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notificationnotification within the meaning of Section 9-504(c) of the Uniform Commercial Code of the State of New York or its equivalent in the Uniform Commercial Code of any other relevant jurisdiction) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee Lessor shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Lessor shall not be obligated to make any sale pursuant to any such notice. The Pledgee Lessor may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Lessor until the full selling price is paid by the purchaser thereof, but the Pledgee Lessor shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.

Sale of Pledged Collateral. If an Event of Default shall have occurred (a) Upon at least ten days written notice to the Pledgor, which notice the Pledgor agrees is reasonable, and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as of any kind, all of which are hereby expressly provided in this Section 5.2)waived, exercise all the rights and remedies of a secured party under Pledgee shall have the Code as in effect in any relevant jurisdiction (whether or not the Code applies right to the Pledged Collateral), and in addition may sell, give an option assign and deliver the whole or options to purchase, contract to sell or otherwise dispose any part of the Pledged Collateral, at any time or any part thereoftimes, as hereinafter provided and may sellwithin or without Cleveland, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesOhio, at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at for such price or prices and on such terms as the Pledgee may determine to be commercially reasonable, and in connection therewith the Pledgee or any Bank at any sale may bid for or purchase the whole or any part of the Pledged Collateral so offered for sale, free from any right of redemption, stay or appraisal on the part of the Pledgor, all of which rights the Pledgor hereby waives and releases, to the full extent permitted by law. (includingi) If at any time or times, without limitationin the opinion of the Pledgee, a requirement that any purchase it should be necessary or desirable, in order for the Pledgee to dispose of all or any part of the Pledged Collateral for investment be without in any intention sale or sales pursuant hereto, to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of comply with or to register or qualify all or any or all part of the Pledged Collateral so under the Securities Act of 1933, as amended (the "Securities Act"), or under any similar Federal statute then in effect, or any rules or regulations thereunder, and/or to comply with the laws, rules and regulations of any state regulating the sale of securities, the Pledgor shall, upon the request of the Pledgee, as expeditiously as possible and in good faith, use its best efforts to cause each Company to effect and continue such registration, qualification and compliance. The Pledgor further shall, and shall cause each Company to, indemnify and hold harmless the Pledgee and any underwriter from and against any claims and liabilities caused by any untrue statement of a material fact or omission to state a material fact required to be stated in any registration statement, offering circular or prospectus used in connection with such registration, qualification or compliance, or necessary to make the statements therein not misleading, except insofar as such claims or liabilities are caused by any untrue statement or omission based upon or in conformity with information furnished by the Pledgee expressly for the purpose of inclusion in such registration statement, offering circular or prospectus. (ii) Notwithstanding the foregoing, the Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral or that it may be commercially unreasonable to do so, and may find it appropriate or necessary to resort to one or more private sales to a restricted group of purchasers who will be obligated 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 that any such private sales may be at places and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall not by reason thereof be deemed to have been made in a commercially unreasonable manner, and that the Pledgee shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale and thereafter hold under the same, absolutely free from Securities Act or any right or claim of whatsoever kind. other applicable securities law. (iii) The Pledgee may in its sole discretion, shall be authorized at any such sale, sale to restrict the prospective bidders or purchasers to Persons who will be eligible to hold or control the applicable Licenses under FCC and other governmental regulations, the terms of the Licenses and other applicable law, rules and regulations. (iv) The Pledgee may take all such further acts as it may in its reasonable discretion deem necessary or advisable for the Pledgee's or the Banks' protection or for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to their numberthe costs of sale or otherwise, nature of business and investment intentionreduce prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any such sale, the Pledgee shall have the right to deliverassign, assign transfer, endorse and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor. The Pledgee shall give , and the Pledgor at least ten (10) days' notice (hereby waives, to the full extent permitted by law, all rights of redemption, stay or appraisal which the Pledgor agrees is reasonable notification) of any such public now has or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time in the future have under any rule of law or place statute now existing or hereafter enacted. For purposes of this Section 6.2, an agreement to which the same may be so adjourned without further notice or publication. In case of any sale of sell all or any part of the Pledged Collateral on credit shall be treated as a sale of such Pledged Collateral, and the Pledgee shall be free to carry out the sale of any Pledged Collateral pursuant to any such agreement and the Pledgor shall not be entitled to the return of any such Pledged Collateral subject thereto, notwithstanding that after the Pledgee shall have entered into such an agreement, all Events of Default may have been remedied. (c) The proceeds of any sale, collection or for future delivery, other realization upon or of the Pledged Collateral so sold may shall be retained applied (i) first, to the actual expenses incurred by the Pledgee until in connection with this Agreement or the full selling price is paid by exercise of any right or remedy hereunder, or any sale or disposition, including, without limitation, the purchaser thereofexpenses of taking, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up holding, advertising and pay for preparing the Pledged Collateral so soldfor sale or disposition, and, the expenses incurred in case of any such failure, such registering the Pledged Collateral may again be sold pursuant as provided in Section 6.2(b)(i), all court costs and the Pledgee's reasonable attorneys' fees, (ii) next, to all advances made by the Pledgee hereunder for the account of the Pledgor and all costs and expenses paid or incurred by the Pledgee in connection with this Agreement or any right or remedy hereunder, (iii) next, pro rata to the provisions hereofBanks, to the principal of and interest on the Notes and all other Pledge Obligations, and (iv) lastly, any surplus to the Pledgor, except as otherwise required by law or as a court of competent jurisdiction may otherwise direct. The Pledgor and each other Person which may become liable on or with respect to the Notes shall nevertheless remain liable for any deficiency.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to Pledgee is authorized at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which hereby specifically waives, to the Pledgorfullest extent permitted by applicable law, all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private salesale or sale at broker’s board or on a securities exchange. Such notice notice, in case of sale at broker’s board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any Pledgee shall have no obligation to disclose or provide any information concerning the Issuer or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such public sale time, and Pledgor agrees and acknowledges that it shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice commercially reasonable for any notices of any such sale, published or otherwise, to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Pledgee may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee shall not be obligated to make any such sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Pledgee may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval, or authorization of any state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any partial disposition of the Pledged Collateral, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval, or authorization, and will otherwise use his best efforts to secure the same.

Sale of Pledged Collateral. If an Event In the event of Default shall have occurred and be continuing, then, in addition to any sale or other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part disposition of the Pledged Collateral for investment be without any intention to make a distribution thereofas provided in clause (c) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if Section 8.1 and to the extent otherwise prohibited that any notice thereof is required to be given by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Holder shall give to the Pledgor at least ten (10( I 0) daysBusiness Days ' prior authenticated notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or other disposition of the Pledged Collateral or of the time after which any private sale or any other intended disposition is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the The Pledgor hereby acknowledges that ten ( I 0) Business Days' prior authenticated notice of such sale. At any such sale the Pledged Collateral may or other disposition or sales or other dispositions shall be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such reasonable notice. The Pledgee mayHolder may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, without notice rule of law or publicationotherwise (all of which are hereby expressly waived by the Pledgor, adjourn any public to the fullest extent permitted by law). The Holder may buy or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or otherwise acquire any part or all of the Pledged Collateral on credit at any public sale or for future delivery, other disposition and if any part or all of the Pledged Collateral so is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Holder may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Holder may apply the cash proceeds actually received from any sale or other disposition to the reasonabl e expenses of retaki ng, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be retained incurred by the Pledgee until Holder in attempting to collect the full selling price is paid Obligations or to enforce this Pledge Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Pledge Agreement, and then to the Obligations in such order or preference as the Holder may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the purchaser thereof, but the Pledgee shall not incur Holder of any liability in case amount required by Section 9-608(a)(l )(C) or Section 9-6 l 5(a)(3) of the failure of such purchaser to take up and pay for UCC, need the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant Holder account to the provisions hereofPledgor for any surplus.

Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Administrative Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Administrative Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at irrespective of the impact of any such sales on the market price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Administrative Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Administrative Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Pledgor hereby waives any claims against the same Administrative Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree so long as such process is commercially reasonable. (b) The Pledgor recognizes that, if an Event of Default shall have occurred and be so adjourned without further notice or publication. In case of any sale of continuing, the Administrative Agent may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended), and the full selling price is paid by Pledgor agrees that the purchaser thereof, but Administrative Agent has no obligation to engage in public sales and no obligation to delay sale of any Pledged Collateral to permit the Pledgee shall not incur any liability in case of the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act of 1933, as amended. If the Administrative Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request the Pledgor shall, from time to time, furnish to the Administrative Agent all such information as is necessary in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Administrative Agent as exempt transactions under the Securities Act of 1933, as amended, and rules of the Securities Exchange Commission thereunder, as the same are from time to time in effect. (c) Without limiting the generality of paragraphs (a) and (b) above, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is entitled (i) to direct KBCM or any other Securities Intermediary to transfer all of the Pledged Collateral to an account in the Administrative Agent’s sole name with the Pledgor hereby agreeing never to contest or challenge such direction of the Administrative Agent with KBCM or such other Securities Intermediary but to raise any dispute with respect to such direction only with the Administrative Agent; (ii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (iii) to ask or demand for, collect, receive payment of and receipt for any and all property, funds, claims and other amounts due or to become due at any time in respect of or arising out of any of the Pledged Collateral; (iv) to sign and endorse the Pledgor’s name to any instrument, statement, certificate, assignment, or other documentation with respect to any of the Pledged Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or take possession of or control over the Pledged Collateral or any part thereof and to enforce any other right in respect of any Pledged Collateral; (vi) to defend any suit, action or proceeding brought against the Pledgor with respect to any Pledged Collateral; (vii) to settle, compromise or adjust any suit, action or proceeding described in clause (vi) above and, in case connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of any such failure, such the Pledged Collateral may again be sold pursuant as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Pledged Collateral and the Administrative Agent’s Lien thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do; and (ix) thereupon apply the Collateral to the provisions hereofSecured Obligations.

Sale of Pledged Collateral. If an Event of Default shall have has occurred and be is continuing, thenthe Administrative Agent may, in addition to any other rights without demand and remedies provided for herein without advertisement, notice, hearing or otherwise available to itprocess of law, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies which each Pledgor hereby waives to the Pledged Collateral)fullest extent permitted by Law, at any place and in addition may selltime or times, give an option sell and deliver any or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The all Pledged Collateral may so be sold held by or otherwise disposed of in one or more sales, for it at public or private salesale (which in the case of a private sale of Pledged Equity, conducted by any officer shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or agent of, or auctioneer or attorney for, the Pledgeeresale thereof), at any exchange or broker's ’s board or at the Pledgee's place of business or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or for other propertyotherwise, for immediate or future delivery, and at such price or prices and on upon such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shallAdministrative Agent deems advisable, in its sole discretion, deem appropriatediscretion (subject to any and all mandatory legal requirements). Either of the Lenders Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the purchasers seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any or all such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer of warranties relating to the Pledged Collateral so sold at shall be considered to adversely affect the commercial reasonableness of any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kindsale. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to To the extent otherwise prohibited by lawthe rights of notice cannot be legally waived hereunder, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is that any requirement of reasonable notification) of any such public or private sale. Such notice shall state be met if such notice, specifying the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale shall be held at such time , is personally served on or times within ordinary business hours as mailed, postage prepaid, to the Pledgee shall fix Borrower in accordance with the notice provisions of such sale. At any such Section 10.02 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any requirement of such notice. The Pledgee may, without notice or publication, Administrative Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent shall not be made obligated to make any sale or other disposition of the Pledged Collateral regardless of notice having been given. To the extent permitted by applicable Law, any holder of Secured Obligations may be a purchaser at any time such sale. To the extent permitted by applicable Law, each Pledgor hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone or place to which cause the same may be so adjourned without further notice or publication. In case postponement of any the sale of all or any part portion of the Pledged Collateral on credit or for future delivery, by announcement at the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure time and place of such purchaser to take up sale, and pay for the Pledged Collateral so soldsuch sale may, andwithout further notice, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereof.extent permitted by Law, be made at the time and place to which the sale was 7 USActive 55129702.3

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent (as directed by the Agent Bank, acting in accordance with the Credit Agreement) may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business Office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the PledgorPledgors, and the Pledgors hereby waive (to the extent permitted by Law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. The Pledgee Pledgors agree that, to the extent notice of sale shall give the Pledgor be required by Law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) Pledgors of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws, the same may be so adjourned without further notice or publication. In case Collateral Agent shall incur no liability as a result of any the sale of the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgors hereby waive any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) The Pledgors recognize that the Collateral Agent (as directed by the Agent Bank, acting in accordance with the Credit Agreement) may elect to sell all or any a part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgors acknowledge that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended (the full selling price is paid by "Securities Act")), and the purchaser thereof, but Pledgors and the Pledgee Collateral Agent agree that such private sales shall not incur be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any liability in case of Pledged Collateral to permit the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so sold, and, in case for a form of any such failure, such Pledged Collateral may again be sold pursuant to public sale requiring registration under the provisions hereofSecurities Act.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to Secured Party is authorized at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee Pledgor specifically waives, to the fullest extent permitted by applicable law, all rights of redemption, stay, or appraisal that it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. Secured Party shall give the Pledgor at least ten (10) days' ’ written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private sale. Such notice Secured Party shall state have no obligation to disclose or provide any information concerning the time Secured Party or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such time, and place fixed Pledgor agrees and acknowledges that it shall be commercially reasonable for any public sale and the time after which notices of any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale, published or otherwise, to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Secured Party may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Secured Party may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Administrative Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Administrative Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at irrespective of the impact of any such sales on the market price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Administrative Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Administrative Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Pledgor hereby waives any claims against the same Administrative Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree so long as such process is commercially reasonable. (b) The Pledgor recognizes that, if an Event of Default shall have occurred and be so adjourned without further notice or publication. In case of any sale of continuing, the Administrative Agent may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended), and the full selling price is paid by Pledgor agrees that the purchaser thereof, but Administrative Agent has no obligation to engage in public sales and no obligation to delay sale of any Pledged Collateral to permit the Pledgee shall not incur any liability in case of the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act of 1933, as amended. If the Administrative Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request the Pledgor shall, from time to time, furnish to the Administrative Agent all such information as is necessary in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Administrative Agent as exempt transactions under the Securities Act of 1933, as amended, and rules of the Securities Exchange Commission thereunder, as the same are from time to time in effect. (c) Without limiting the generality of paragraphs (a) and (b) above, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is entitled (i) to direct KBCM or any other Securities Intermediary to transfer all of the Pledged Collateral to an account in the Administrative Agent’s sole name with the Pledgor hereby agreeing never to contest or challenge such direction of the Administrative Agent with KBCM or such other Securities Intermediary but to raise any dispute with respect to such direction only with the Administrative Agent; (ii) to direct any party liable for any payment under any of the Pledged Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (iii) to ask or demand for, collect, receive payment of and receipt for any and all property, funds, claims and other amounts due or to become due at any time in respect of or arising out of any of the Pledged Collateral; (iv) to sign and endorse the Pledgor’s name to any instrument, statement, certificate, assignment, or other documentation with respect to any of the Pledged Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or take possession of or control over the Pledged Collateral or any part thereof and to enforce any other right in respect of any Pledged Collateral; (vi) to defend any suit, action or proceeding brought against the Pledgor with respect to any Pledged Collateral; (vii) to settle, compromise or adjust any suit, action or proceeding described in clause (vi) above and, in case connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of any such failure, such the Pledged Collateral may again be sold pursuant as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Pledged Collateral and the Administrative Agent’s Lien thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do; and (ix) thereupon apply the Pledged Collateral to the provisions hereofSecured Obligations.

Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.1, if an Event of Default shall have occurred and be continuing, thenthe Lender may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Lender’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at irrespective of the impact of any such sales on the market price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Lender shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Lender may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Pledgor hereby waives any claims against the same Lender arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Lender accepts the first offer received and does not offer such Pledged Collateral to more than one offeree so long as such process is commercially reasonable. (b) The Pledgor recognizes that, if an Event of Default shall have occurred and be so adjourned without further notice or publication. In case of any sale of continuing, the Lender may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended), and the full selling price is paid by Pledgor agrees that the purchaser thereof, but Lender has no obligation to engage in public sales and no obligation to delay sale of any Pledged Collateral to permit the Pledgee shall not incur any liability in case of the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act of 1933, as amended. If the Lender determines to exercise its right to sell any or all of the Pledged Collateral, upon written request the Pledgor shall, from time to time, furnish to the Lender all such information as is necessary in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Lender as exempt transactions under the Securities Act of 1933, as amended, and rules of the Securities Exchange Commission thereunder, as the same are from time to time in effect. (c) Without limiting the generality of paragraphs (a) and (b) above, upon the occurrence and during the continuance of an Event of Default, the Lender is entitled (i) to direct BMO Hxxxxx Bank N.A. or any other Securities Intermediary to transfer all of the Pledged Collateral to an account in the Lender’s sole name with the Pledgor hereby agreeing never to contest or challenge such direction of the Lender with BMO Hxxxxx Bank N.A. or such other Securities Intermediary but to raise any dispute with respect to such direction only with the Lender; (ii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (iii) to ask or demand for, collect, receive payment of and receipt for any and all property, funds, claims and other amounts due or to become due at any time in respect of or arising out of any of the Pledged Collateral; (iv) to sign and endorse the Pledgor’s name to any instrument, statement, certificate, assignment, or other documentation with respect to any of the Pledged Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or take possession of or control over the Pledged Collateral or any part thereof and to enforce any other right in respect of any Pledged Collateral; (vi) to defend any suit, action or proceeding brought against the Pledgor with respect to any Pledged Collateral; (vii) to settle, compromise or adjust any suit, action or proceeding described in clause (vi) above and, in case connection therewith, to give such discharges or releases as the Lender may deem appropriate; (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of any such failure, such the Pledged Collateral may again be sold pursuant as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Pledged Collateral and the Lender’s Lien thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do; and (ix) thereupon apply the Collateral to the provisions hereofSecured Obligations.

Sale of Pledged Collateral. If an Event (a) Upon compliance with any mandatory requirements of Default shall have occurred law, and be continuing, then, in addition upon at least ten (10) days prior written notice to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice Parent (except as expressly provided in this Section 5.2)below) of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made, exercise all Xxxxxx shall have the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies right to the Pledged Collateral), and in addition may sell, give an option assign and deliver the whole or options to purchase, contract to sell or otherwise dispose any part of the Pledged Collateral, at any time or any part thereoftimes, as hereinafter provided and may sellwithin or without the City of Cleveland, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesOhio, at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at for such price or prices and on such terms as are commercially reasonable and not in violation of any applicable securities law, and in connection therewith Xxxxxx at any sale may bid for or purchase the whole or any part of the Pledged Collateral so offered for sale, free from any right of redemption, stay or appraisal on the part of the Parent, all of which rights the Parent hereby waives and releases. The Parent hereby agrees that the ten (including10) day notice of sale provided for in this subsection 4.2(a) is commercially reasonable. (b) Xxxxxx shall be authorized at any sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account in compliance with the Securities Act of 1933, without limitationthe rules and regulations thereunder, a requirement and all applicable state "Blue Sky" laws. Xxxxxx may take all such further acts as it may in its sole good faith discretion deem necessary or advisable for Xxxxxx'x protection or for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to the costs of sale or otherwise, depreciate prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any purchase such sale, Xxxxxx shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Parent, and the Parent hereby waives, to the extent permitted by law, all rights of stay or appraisal which the Parent now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. For purposes of this subsection 4.2(b), an agreement to sell all or any part of the Pledged Collateral for investment shall be without treated as a sale of such Pledged Collateral, and Xxxxxx shall be free to carry out the sale of any intention Pledged Collateral pursuant to make a distribution thereofany such agreement and the Parent shall not be entitled to the return of any such Pledged Collateral subject thereto, notwithstanding that after Xxxxxx shall have entered into such an agreement, all Events of Default may have been remedied. (c) The proceeds of any sale of Pledged Collateral shall be applied first to Xxxxxx'x costs and expenses of sale and then to the Pledge Obligations then due (in such order as the Pledgee shall, in its sole discretion, deem appropriateXxxxxx may determine). Either The balance of the Lenders may be the purchasers proceeds of any or all sale of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may remaining after payment in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either full of the Lenders) the Pledged Collateral so sold. Except if costs and to the extent otherwise prohibited by law, each purchaser (including either expenses of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale Pledge Obligations then due shall be held at such time or times within ordinary business hours by Xxxxxx as the Pledgee shall fix in the notice of such sale. At additional security for any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsPledge Obligations not then due and payable. The Pledgee Parent shall not be obligated to make nevertheless remain liable for any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofdeficiency.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to In connection with any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part sale of the Pledged Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture) or under any judgment, order or decree in any judicial proceeding for investment be without the foreclosure or involving the enforcement of this Agreement or any intention to make a distribution thereofother Transaction Document: (i) as the Pledgee shallIndenture Trustee and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its sole discretion, deem appropriate. Either own absolute right without further accountability; (ii) the Indenture Trustee (at the direction of the Lenders Aggregate Controlling Party) may be the purchasers of any or all of the Pledged Collateral so sold at any such sale make and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer deliver to the purchaser thereof (including either or purchasers a good and sufficient deed, xxxx of sale and instrument of assignment and transfer of the Lendersproperty sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of the Pledged Collateral so sold. Except if Guarantor of, in and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any property so sold shall be divested; and such sale shall hold be a perpetual bar both at law and in equity against the Pledged Collateral so Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold absolutely free from or any claim part thereof from, through or right of whatsoever kind, including any equity under the Guarantor or right of redemption its successors or assigns; and (iv) the receipt of the Pledgor. The Pledgee shall give Indenture Trustee or of the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any officer thereof making such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held a sufficient discharge to the purchaser or purchasers at such time sale for his or times within ordinary business hours as their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Pledgee shall fix in the notice Indenture Trustee or of such sale. At any such sale officer therefor, be obliged to see to the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure application of such purchaser to take up and pay purchase money or be in any way answerable for the Pledged Collateral so soldany loss, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmisapplication or non-application thereof.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition Subject to any other rights and remedies provided for herein or otherwise available to itthe Collateral Sharing Agreement, the Pledgee may without Collateral Agent is authorized, at any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Collateral Agent shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption redemption, of the PledgorBorrower which hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee Collateral Agent shall give the Pledgor at least Borrower ten (10) days' written notice (which the Pledgor agrees is reasonable notification) of its intention to make any such public or private salesale or sale at broker's board or on a securities exchange. Such notice notice, in case of sale at broker's board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any such public sale The Collateral Agent shall be held have no obligation to disclose or provide any information concerning the Issuer to prospective purchasers of the Pledged Collateral other than information in its possession at such time or times within ordinary business hours as the Pledgee and Borrower agrees and acknowledges that it shall fix in the notice be commercially reasonable for any notices of any such sale, published or otherwise to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Collateral Agent until the full selling price is paid by the purchaser thereof, but the Pledgee Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. The Collateral Agent may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state municipal or other governmental department, agency or authority should be necessary to effectuate any salt or other disposition of the Pledged Collateral, or any part disposition of the Pledged Collateral, or any part thereof, Borrower will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to In connection with any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part sale of the Pledged Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture) or under any judgment, order or decree in any judicial proceeding for investment be without the foreclosure or involving the enforcement of this Agreement or any intention to make a distribution thereofother Transaction Document: (i) as the Pledgee shallIndenture Trustee and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its sole discretion, deem appropriate. Either own absolute right without further accountability; (ii) the Indenture Trustee (at the direction of the Lenders Aggregate Controlling Party) may be the purchasers of any or all of the Pledged Collateral so sold at any such sale make and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer deliver to the purchaser thereof (including either or purchasers a good and sufficient deed, xxxx of sale and instrument of assignment and transfer of the Lendersproperty sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of the Pledged Collateral so sold. Except if Guarantor of, in and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any property so sold shall be divested; and such sale shall hold be a perpetual bar both at law and in equity against the Pledged Collateral so Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold absolutely free from or any claim part thereof from, through or right of whatsoever kind, including any equity under such Guarantor or right of redemption its successors or assigns; and (iv) the receipt of the Pledgor. The Pledgee shall give Indenture Trustee or of the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any officer thereof making such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held a sufficient discharge to the purchaser or purchasers at such time sale for his or times within ordinary business hours as their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Pledgee shall fix in the notice Indenture Trustee or of such sale. At any such sale officer therefor, be obliged to see to the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure application of such purchaser to take up and pay purchase money or be in any way answerable for the Pledged Collateral so soldany loss, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofmisapplication or non-application thereof.

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business corporate trust office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as is commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Pledgor agrees that, to the extent notice of sale shall give the Pledgor be required by law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) The Pledgor recognizes that the Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended (the full selling price is paid by "Securities Act")), and the purchaser thereof, but Pledgor and the Pledgee Collateral Agent agree that such private sales shall not incur be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any liability in case of Pledged Collateral to permit the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act. If the Collateral Agent, and, in case of any such failure, such Pledged Collateral may again be sold upon directions from (x) the Intercreditor Agent acting pursuant to the provisions hereofIntercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15of the Intercreditor Agreement, or as otherwise expressly provided herein, determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, the Pledgor shall, from time to time, furnish to the Collateral Agent all such information as is necessary in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingAgent is authorized, then, in addition to at any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif it deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Agent shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including including, any equity or right of redemption redemption, of the PledgorPledgor which hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after default. The Pledgee Agent shall give the Pledgor at least ten (10) days' written notice (which the Pledgor agrees is reasonable notification) of their intention to make any such public or private salesale or sale at broker's board or on a securities exchange. Such notice notice, in case of sale at broker's board or on a securities exchange, shall state the time and place fixed for any public sale and the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or that portion thereof so being sold, which will first be offered for sale at such board or exchange. Any such public sale Agent shall be held not have any obligation to disclose or provide any information concerning the Issuers or the Pledged Collateral to prospective purchasers of the Pledged Collateral other than information in its possession at such time or times within ordinary business hours as the Pledgee and Pledgor agrees and acknowledges that it shall fix in the notice be commercially reasonable for any notices of any such sale, published or otherwise, to specifically so state. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as Agent may elect, and any such election shall be presumed to be commercially reasonable. The Pledgee Agent shall not be obligated to make any such sale pursuant to any such notice. The Pledgee Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Agent until the full selling price is paid by the purchaser thereof, but the Pledgee Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant upon like notice. Agent may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose the provisions hereof.pledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate

Sale of Pledged Collateral. If an Event (a) The sale of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and portion thereof may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, made at any public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, Secured Party shall deem appropriate. Either of the Lenders may The Secured Party shall be the purchasers of any or all of the Pledged Collateral so sold authorized at any such sale and thereafter hold (to the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, extent it deems it advisable to do so) to restrict the prospective bidders or purchasers as to persons who will represent and agree that they are purchasing such Pledged Collateral then being sold for their numberown account for investment and not with a view to the distribution or resale thereof, nature and upon consummation of business and investment intention. Upon any such sale, sale the Pledgee Secured Party shall have the right to deliverassign, assign transfer and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Except in the case of Pledged Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized exchange, the Secured Party shall give to the Pledgor at least ten (10) daysBusiness Days' written notice (which of the Pledgor agrees is reasonable notification) of Secured Party's intention to make any such public or private salesale or sale at a broker's board or on any such securities exchange. Such notice notice, in the case of public sale, shall state the time and place fixed for any public such sale and and, in the time after case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or portion thereof to be sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours hours, and at such place or places, as the Pledgee shall Secured Party may fix in the notice of such sale. At any such sale sale, the Pledged Collateral Collateral, or portion thereof to be sold, may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Pledgee shall not be obligated Secured Party may bid for and purchase the whole or any part of the Pledged Collateral and may, in paying the purchase price therefor, apply such purchase price directly to make any sale pursuant to any such noticethe payment or discharge in whole or in part of the Obligations. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned without further notice or publicationadjourned. In case of any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling sale price is paid by the purchaser or purchasers thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold, sold and, in the case of any such failure, such the Pledged Collateral may again be sold again upon like notice. In case the sale of all or any part of the Pledged Collateral is made on credit, the amounts actually realized by the Secured Party from any such sale shall be applied to the Obligations in the manner provided in Section 3.4 of the Indenture. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Pledged Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction. (b) In connection with any disposition of the provisions hereofPledged Collateral, if the Secured Party elects to obtain the advice of any one of three independent investment banking firms that are member firms of the New York Stock Exchange, proposed by the Secured Party to the Pledgor and chosen by the Pledgor within seven (7) days of receiving notice thereof, or if the Pledgor fails to make such choice within such seven-day period, any one of such firms chosen by the Secured Party, with respect to the method or manner of sale or disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor and any other details concerning such sale or disposition, then, to the extent permitted by law, any sale or other disposition of any Pledged Collateral in reliance on such advice shall be deemed to be commercially reasonable under the Code and otherwise proper. (c) The Pledgor understands that compliance with Federal or state securities laws may limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any part of the Pledged Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Pledged Collateral may dispose of the same. The Pledgor agrees that in any sale of any of the Pledged Collateral, the Secured Party is hereby authorized to comply with any such limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of the Pledged Collateral), or in order to obtain any required approval of the sale or of the purchase by any governmental regulatory authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable or accountable to the Pledgor for any discount allowed by reason of the fact that the Pledged Collateral is sold in compliance with any such limitation or restriction.

Sale of Pledged Collateral. If an Event Without limiting the generality of Default shall have occurred and be continuingSection 5.1, thenSecured Party may, in addition to with notice as required by applicable Law, take any other rights and remedies provided for herein or otherwise available to it, all of the Pledgee may without any further demand, advertisement or notice following actions: (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition a) Secured Party may sell, give an option or options to purchase, contract to sell license or otherwise dispose of the Pledged Collateral, Collateral or any part thereofthereof in a commercially reasonable manner, as hereinafter provided and which may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of include in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business Secured Party’s corporate office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right on the part of whatsoever kindsuch Pledgor, including and such Pledgor hereby waives (to the extent permitted by Law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right statute now existing or hereafter enacted. Such Pledgor agrees that, to the extent notice of redemption of the Pledgor. The Pledgee sale shall give the Pledgor be required by law, at least ten (10) days' ’ notice (which the to such Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be mademade shall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Secured Party shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Secured Party may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Secured Party shall incur no liability as a result of the same sale of the Pledged Collateral, or any part thereof, at any public or private sale. Such Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received that Secured Party deems to be commercially reasonable under the circumstances and does not offer the Pledged Collateral to more than one offeree. (b) Secured Party may, in accordance with applicable Laws, accept the Pledged Collateral in full or partial satisfaction of the Obligations. (c) All payments made under or in connection with the Partnership Interests and the Membership Interests, or otherwise in respect of the Pledged Collateral and received by Secured Party as Pledged Collateral in accordance with the provisions hereof may, in the discretion of Secured Party, be held by Secured Party as Pledged Collateral for, and then or as soon thereafter as is reasonably practicable, applied in whole or in part by Secured Party against all or any part of the Obligations in accordance with the terms of the Loan Documents. Any surplus of such payments held by Secured Party and remaining after payment in full of all the Obligations shall be paid over to the Pledgor that would have had the right to receive such payment if not for this Agreement or to whomsoever else may be so adjourned without further notice or publication. In case lawfully entitled to receive such surplus. (d) Such Pledgor understands that compliance with the Securities Act may strictly limit the course of any sale conduct of Secured Party, if Secured Party were to attempt to dispose of all or any part of the Pledged Collateral, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral on credit could dispose of the same. Similarly, there may be other legal restrictions or for future delivery, limitations affecting Secured Party in any attempt to dispose of all or part of the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereofunder applicable “Blue Sky” or other state securities laws or similar laws analogous in purpose or effect. Such Pledgor recognizes that, but the Pledgee shall not incur any liability in case light of the failure foregoing restrictions and limitations, Secured Party may, with respect to any sale of such purchaser the Pledged Collateral, to take up and pay for the extent commercially reasonable, limit the purchasers to those who agree, among other things, to acquire the Pledged Collateral so soldfor their own account, andfor investment, and not with a view to the distribution or resale thereof Such Pledgor acknowledges and agrees that, in case light of the foregoing restrictions and limitations, Secured Party, in a commercially reasonable manner, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering the Pledged Collateral or part thereof shall have been filed under the Securities Act and (b) may approach and negotiate with any one or more possible purchasers to effect such sale. Such Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such failuresale, Secured Party shall incur no responsibility or liability for selling all or any part of the Pledged Collateral, in a commercially reasonable manner, at a price that Secured Party, in a commercially reasonable manner, in good fxxxx xxxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more purchasers were approached. The provisions of this paragraph will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which Secured Party sells. Such Pledgor agrees that sales made in accordance with this paragraph in all respects will be made in a commercially reasonable manner. (e) If for any reason Secured Party desires to sell any of the Pledged Collateral at a public sale, Secured Party may, at any time and from time to time take or cause the issuer of such Pledged Collateral to take such action and prepare, distribute or file such documents as are required or advisable in the reasonable opinion of counsel for Secured Party to permit the public sale of such Pledged Collateral. (f) If Secured Party determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, such Pledgor shall, and shall cause each Sub, as applicable, to furnish to Secured Party all such information Secured Party may again reasonably request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold pursuant to by Secured Party as exempt transactions under the provisions hereofSecurities Act and the rules of the Securities and Exchange Commission thereunder.

Sale of Pledged Collateral. If an Event Without limiting the generality of Default shall have occurred and be continuingSection 5.1, thenSecured Party may, in addition to with notice as required by applicable Law, take any other rights and remedies provided for herein or otherwise available to it, all of the Pledgee may without any further demand, advertisement or notice following actions: (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition a) Secured Party may sell, give an option or options to purchase, contract to sell license or otherwise dispose of the Pledged Collateral, Collateral or any part thereofthereof in a commercially reasonable manner, as hereinafter provided and which may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of include in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business Secured Party’s corporate offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right on the part of whatsoever kindany Pledgor, including and each Pledgor hereby waives (to the extent permitted by Law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right statute now existing or hereafter enacted. Each Pledgor agrees that, to the extent notice of redemption of the Pledgor. The Pledgee sale shall give the Pledgor be required by law, at least ten (10) days' ’ notice (which the to such Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be mademade shall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee Secured Party shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Secured Party may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Secured Party shall incur no liability as a result of the same sale of the Pledged Collateral, or any part thereof, at any public or private sale. Each Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received that Secured Party deems to be commercially reasonable under the circumstances and does not offer the Pledged Collateral to more than one offeree. (b) Secured Party may, in accordance with applicable Laws, accept the Pledged Collateral in full or partial satisfaction of the Obligations. (c) All payments made under or in connection with the Partnership Interests or otherwise in respect of the Pledged Collateral, and received by Secured Party as Pledged Collateral in accordance with the provisions hereof, may, in the discretion of Secured Party, be held by Secured Party as Pledged Collateral for, and then or as soon thereafter as is reasonably practicable applied in whole or in part by Secured Party against all or any part of, the Obligations in accordance with the terms of the Loan Documents. Any surplus of such payments held by Secured Party and remaining after payment in full of all of the Obligations shall be paid over to the Pledgors or to whomsoever else may be so adjourned without further notice or publication. In case of any sale lawfully entitled to receive such surplus. (d) Each Pledgor understands that, if Secured Party were to attempt to dispose of all or any part of the Pledged Collateral, compliance with the Securities Act may strictly limit the course of conduct of Secured Party and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral on credit could dispose of the same. Similarly, there may be other legal restrictions or for future delivery, limitations affecting Secured Party’s ability to dispose of all or part of the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereofunder applicable “Blue Sky” or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that, but the Pledgee shall not incur in light of such restrictions and limitations, Secured Party may, with respect to any liability in case sale of the failure of such purchaser Pledged Collateral, to take up and pay for the extent commercially reasonable, limit the purchasers to those who agree, among other things, to acquire the Pledged Collateral so soldfor their own account, andfor investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that, in case light of the foregoing restrictions and limitations, Secured Party may, in a commercially reasonable manner, (a) sell the Pledged Collateral whether or not a registration statement for the purpose of registering the Pledged Collateral or part thereof shall have been filed under the Securities Act and (b) approach and negotiate with any one or more possible purchasers to effect such sale. Each Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such failuresale, Secured Party shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that Secured Party deems reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale had been deferred until after registration under applicable securities laws or if more purchasers had been approached. The provisions of this paragraph will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may substantially exceed the price at which Secured Party sells the Pledged Collateral. Each Pledgor agrees that any sales made in accordance with this paragraph will be deemed to have been made in a commercially reasonable manner. (e) If for any reason Secured Party desires to sell any of the Pledged Collateral at a public sale, Secured Party may, at any time and from time to time, take or cause the issuer of such Pledged Collateral to take such action and prepare, distribute or file such documents as are required or advisable in the reasonable opinion of counsel for Secured Party to permit the public sale of such Pledged Collateral. (f) If Secured Party determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall, and shall cause Borrower, as applicable, to furnish to Secured Party all such information Secured Party may again reasonably request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold pursuant to by Secured Party as exempt transactions under the provisions hereofSecurities Act of 1933, as amended, and the rules of the Securities and Exchange Commission thereunder.

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee Collateral Agent may in its sole discretion, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business Office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right of redemption of the Pledgorstatute now existing or hereafter enacted. The Pledgee shall give the Pledgor Collateral Agent agrees to provide at least ten (10) days' notice (which the to Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any made and the Pledgor agrees that such public sale ten (10) days' notice to Pledgor shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws and the same may be so adjourned without further notice or publication. In case Uniform Commercial Code, the Collateral Agent shall incur no liability as a result of any the sale of the Pledged Collateral, or any part thereof, at any public or private sale. Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Pledgor recognizes that the Collateral Agent may elect in its sole discretion to sell all or any part of the Pledged Stock Collateral on credit to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Stock Collateral for future deliverytheir own account, for investment and not with a view to the Pledged Collateral so sold distribution or resale thereof. Pledgor acknowledges that any such private sales may be retained at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act")), and Pledgor and the Collateral Agent agree that such private sales shall be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any Stock Collateral to permit the issuer thereof to register the Stock Collateral for a form of public sale requiring registration under the Securities Act. If the Collateral Agent determines to exercise its right to sell any or all of the Stock Collateral, upon written request, Pledgor shall, from time to time, furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of shares and other instruments included in the Stock Collateral which may be sold by the Pledgee until Collateral Agent as exempt transactions under the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case Securities Act and rules of the failure of such purchaser Securities and Exchange Commission thereunder, as the same are from time to take up and pay for the Pledged Collateral so sold, and, time in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofeffect.

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee Collateral Agent may in its sole discretion, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business Office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as the Collateral Agent may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindPledgor, including and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any equity time in the future have under any rule of law or right of redemption of the Pledgorstatute now existing or hereafter enacted. The Pledgee shall give the Pledgor Collateral Agent agrees to provide at least ten (10) days' notice (which the to Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any made and Pledgor agrees that such public sale ten (10) days' notice to Pledgor shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws and the same may be so adjourned without further notice or publication. In case Uniform Commercial Code, the Collateral Agent shall incur no liability as a result of any the sale of the Pledged Collateral, or any part thereof, at any public or private sale. Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Pledgor recognizes that the Collateral Agent may elect in its sole discretion to sell all or any part of the Pledged Stock Collateral on credit to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Stock Collateral for future deliverytheir own account, for investment and not with a view to the Pledged Collateral so sold distribution or resale thereof. Pledgor acknowledges that any such private sales may be retained at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act")), and Pledgor and the Collateral Agent agree that such private sales shall be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any Stock Collateral to permit the issuer thereof to register the Stock Collateral for a form of public sale requiring registration under the Securities Act. If the Collateral Agent determines to exercise its right to sell any or all of the Stock Collateral, upon written request, Pledgor shall, from time to time, furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of shares and other instruments included in the Stock Collateral which may be sold by the Pledgee until Collateral Agent as exempt transactions under the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case Securities Act and rules of the failure of such purchaser Securities and Exchange Commission thereunder, as the same are from time to take up and pay for the Pledged Collateral so sold, and, time in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofeffect.

Sale of Pledged Collateral. If an Event (a) Upon compliance with any mandatory requirements of Default shall have occurred law, and be continuing, then, in addition upon at least ten (10) days prior written notice to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice Borrower (except as expressly provided in this Section 5.2)below) of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made, exercise all the rights and remedies of a secured party under Lender shall have the Code as in effect in any relevant jurisdiction (whether or not the Code applies right to the Pledged Collateral), and in addition may sell, give an option assign and deliver the whole or options to purchase, contract to sell or otherwise dispose any part of the Pledged Collateral, at any time or any part thereoftimes, as hereinafter provided and may sellwithin or without Boise, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesIdaho, at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's ’s board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at for such price or prices and on such terms as are commercially reasonable and not in violation of any applicable securities law, and in connection therewith the Lender at any sale may bid for or purchase the whole or any part of the Pledged Collateral so offered for sale, free from any right of redemption, stay or appraisal on the part of the Borrower, all of which rights the Borrower hereby waives and releases. The Borrower hereby agrees that the ten (including10) day notice of sale provided for in this subsection 4.2(a) is commercially reasonable. (b) The Lender shall be authorized at any sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account in compliance with the Securities Act of 1933, without limitationthe rules and regulations thereunder, a requirement and all applicable state “Blue Sky” laws. the Lender may take all such further acts as it may in its sole good faith discretion deem necessary or advisable for the Lender’s protection or for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to the costs of sale or otherwise, depreciate prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any purchase such sale, the Lender shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives, to the extent permitted by law, all rights of stay or appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. For purposes of this subsection 4.2(b), an agreement to sell all or any part of the Pledged Collateral for investment shall be without treated as a sale of such Pledged Collateral, and the Lender shall be free to carry out the sale of any intention Pledged Collateral pursuant to make a distribution thereofany such agreement and the Borrower shall not be entitled to the return of any such Pledged Collateral subject thereto, notwithstanding that after the Lender shall have entered into such an agreement, all Events of Default may have been remedied. (c) The proceeds of any sale of Pledged Collateral shall be applied first to the Lender’s costs and expenses of sale and then to the Pledge Obligations then due (in such order as the Pledgee shall, in its sole discretion, deem appropriateLender may determine). Either The balance of the Lenders may be the purchasers proceeds of any or all sale of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may remaining after payment in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof (including either full of the Lenders) the Pledged Collateral so sold. Except if costs and to the extent otherwise prohibited by law, each purchaser (including either expenses of the Lenders) at any such sale shall hold the Pledged Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale Pledge Obligations then due shall be held at such time or times within ordinary business hours by the Lender as the Pledgee shall fix in the notice of such sale. At additional security for any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsPledge Obligations not then due and payable. The Pledgee Borrower shall not be obligated to make nevertheless remain liable for any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the full selling price is paid by the purchaser thereof, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold, and, in case of any such failure, such Pledged Collateral may again be sold pursuant to the provisions hereofdeficiency.

Sale of Pledged Collateral. If (a) Without limiting the generality of Section 5.01, if an Event of Default shall have occurred and be continuing, thenthe Collateral Agent may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at of the Pledgee's place of business Collateral Agent’s corporate trust offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, delivery and at such price or prices and upon such other terms as are commercially reasonable, irrespective of the impact of any such sale on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor agrees that at least ten (10) days' ’ notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, therefore and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) The Pledgor recognizes that, if an Event of Default shall have occurred and be continuing, the Collateral Agent may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including a public offering made pursuant to a registration statement under the Pledgee until Securities Act) and the full selling price is paid by Pledgor and the purchaser thereof, but Collateral Agent agree that such private sales shall be made in a commercially reasonable manner and that the Pledgee shall not incur Collateral Agent has no obligation to engage in public sales of any liability in case securities and no obligation to delay sale of any Pledged Collateral to permit the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act. If the Collateral Agent exercises its right to sell any or all of the Pledged Collateral, andupon written request the Pledgor shall, from time to time, furnish to the Collateral Agent all such information as is necessary in case of order to determine the LLC Interests, any such failure, such other interests in the Pledged Collateral and any other instruments included in the Pledged Collateral which may again be sold pursuant by the Collateral Agent as exempt transactions under the Securities Act and rules of the United States Securities and Exchange Commission thereunder, as the same are from time to time in effect. The Borrower acknowledges that a private sale as defined in the provisions hereofSecurities Act may constitute a public sale within the meaning of the UCC.

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to itSection 5.1, the Pledgee may Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof the Collateral Agent's board or at the Pledgee's place of business corporate trust office or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as is commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee Pledgor agrees that, to the extent notice of sale shall give the Pledgor be required by law, at least ten (10) days' notice (which to the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) The Pledgor recognizes that the Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may elect to sell all or any part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended (the full selling price is paid by "Securities Act")), and the purchaser thereof, but Pledgor and the Pledgee Collateral Agent agree that such private sales shall not incur be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any liability in case of Pledged Collateral to permit the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so soldfor a form of public sale requiring registration under the Securities Act. If the Collateral Agent, and, in case of any such failure, such Pledged Collateral may again be sold upon directions from (x) the Intercreditor Agent acting pursuant to the provisions hereofIntercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, the Pledgor shall, from time to time, furnish to the Collateral Agent all such information as is necessary in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and rules of the Securities and Ex change Commission thereunder, as the same are from time to time in effect.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose a) The sale of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and portion thereof may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, made at any public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, Secured Party shall deem appropriate. Either of the Lenders may be the purchasers The proceeds of any or all of such sale shall be applied in the Pledged Collateral so sold order and manner specified in Section 9. The Secured Party shall be authorized at any such sale and thereafter hold (to the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, extent it deems it advisable to do so) to restrict the prospective bidders or purchasers as to persons who will represent and agree that they are purchasing the Pledged Collateral then being sold for their numberown account for investment and not with a view to the distribution or resale thereof, nature and upon consummation of business and investment intention. Upon any such sale, sale the Pledgee Secured Party shall have the right to deliverassign, assign endorse, transfer and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right on the part of whatsoever kindthe Guarantor, including any equity or and the Guarantor hereby waives (to the extent permitted by law) all right of redemption redemption, stay and/or appraisal that Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Except in the Pledgor. The Pledgee case of Pledged Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized exchange, the Secured Party shall give to the Pledgor Guarantor at least ten (10) days' written notice (which of the Pledgor agrees is reasonable notification) of Secured Party's intention to make any such public or private salesale or sale at a broker's board or on any such securities exchange. Such notice notice, in case of public sale, shall state the time and place fixed for any public such sale, and, in the case of sale and at a broker's board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be mademade and the day on which the Pledged Collateral, or any portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours hours, and at such place or places, as the Pledgee shall Secured Party may fix in the notice of such sale. At any such sale sale, the Pledged Collateral Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine and the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of any Obligation) for and purchase the whole or any part of the Pledged Collateral. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned without further notice or publicationadjourned. In case of any the sale of all or any part of the Pledged Pledge Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling sale price is paid by the purchaser or purchasers thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold, sold and, in the case of any such failure, such Pledged Collateral may again be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon him, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction. (b) In connection with any disposition of the provisions hereofPledged Collateral, if the Secured Party elects to obtain the advice of any regionally known investment banking firm that is a member firm of the National Association of Securities Dealers, Inc., proposed by the Secured Party to the Guarantor and chosen by the Guarantor within seven days of receiving notice thereof (or, if the Guarantor fails to agree on such choice within such seven-day period, the advice of any one of such firms chosen by the Secured Party) with respect to the method or manner of sale or disposition of any of the Pledged Collateral, the best price reasonably obtainable therefor and any other details concerning such sale or disposition, then, to the extent permitted by law any sale or other disposition of any Pledged Collateral in reliance on such advice shall be deemed to be commercially reasonable under the Uniform Commercial Code and otherwise proper. (c) The Guarantor understands that compliance with Federal or state securities laws may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any part of the Pledged Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Pledged Collateral may dispose of the same. The Guarantor agrees that in any sale of any of the Pledged Collateral the Secured Party is hereby authorized to comply with any such limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to (i) avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Collateral) or (ii) obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official. The Guarantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, and that the Secured Party shall not be liable or accountable to the Guarantor for any discount allowed by reason of the fact that the Pledged Collateral is sold in compliance with any such limitation or restriction. (d) The Secured Party shall be under no obligation to sell or otherwise dispose of any Pledged Collateral, or to cause any Pledged Collateral to be sold or otherwise disposed of, by reason of any diminution in the fair market value thereof, and the failure of the Secured Party to do so shall under no circumstances be deemed a failure to exercise reasonable care in the custody or preservation of the Pledged Collateral. (e) The Secured Party shall be under no obligation to delay a sale or disposition of any of the Pledged Shares to permit the Guarantor of such Pledged Shares to register them for public sale under the Securities Act of 1933 or under any applicable state securities or blue-sky laws. In addition to the rights and remedies granted to the Secured Party in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Note, the Secured Party shall have all the rights and remedies of a secured party under the Uniform Commercial Code. The Secured Party shall have the right in his sole discretion to determine which rights, security, liens, guaranties or remedies he shall retain, pursue, release, subordinate, modify or enforce, without in any way modifying or affecting any of the other of them or any of the Secured Party's rights hereunder.

Sale of Pledged Collateral. If an Event (a) Without limiting the generality of Default shall have occurred and be continuingSection 5.1, thenNRG Energy may, in addition to any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2)specified below, exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to sell the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose of the Pledged Collateral, Collateral or any part thereof, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of thereof in one or more sales, parcels at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or brokerof NRG Energy's board or at the Pledgee's place of business offices or elsewhere, for cash, upon on credit or for other property, for immediate or future delivery, and at such price or prices and upon such other terms as NRG Energy may reasonably deem commercially reasonable, irrespective of the impact of any such sales on such terms (including, without limitation, a requirement that any purchase of all or any part the market price of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale, the Pledgee shall have the right to deliver, assign and transfer to the Each purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the PledgorPledgors, and the Pledgors hereby waive (to the extent permitted by Law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. The Pledgee Pledgors agree that, to the extent notice of sale shall give the Pledgor at least be required by Law, ten (10) days' or more notice (which to the Pledgor agrees is reasonable notification) Pledgors of any such public or private sale. Such notice shall state the time and place fixed for of any public sale and or the time after which any private sale is to be made. Any such public sale made shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcelsconstitute reasonable notification. The Pledgee Collateral Agent shall not be obligated to make any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. The Pledgee may, without notice or publication, Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such saletherefor, and any such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities Laws, NRG Energy shall incur no liability as a result of the same may be so adjourned without further notice or publication. In case of any sale of the Pledged Collateral, or any part thereof, at any public or private sale. The Pledgors hereby waive any claims against NRG Energy arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if NRG Energy accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) The Pledgors recognize that NRG Energy may elect to sell all or any a part of the Pledged Collateral on credit to one or for future deliverymore purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgors acknowledge that any such private sales may be retained by at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Pledgee until Securities Act of 1933, as amended (the full selling price is paid by "Securities Act")), and the purchaser thereof, but Pledgors and NRG Energy agree that such private sales shall be made in a commercially reasonable manner and that NRG Energy has no obligation to engage in public sales and no obligation to delay sale of any Pledged Collateral to permit the Pledgee shall not incur any liability in case of the failure of such purchaser issuer thereof to take up and pay for register the Pledged Collateral so sold, and, in case for a form of any such failure, such Pledged Collateral may again be sold pursuant to public sale requiring registration under the provisions hereofSecurities Act.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuingThe Secured Party is authorized, then, in addition to at -------------------------- any other rights and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as expressly provided in this Section 5.2), exercise all the rights and remedies of a secured party under the Code as in effect in any relevant jurisdiction (whether or not the Code applies to the Pledged Collateral), and in addition may sell, give an option or options to purchase, contract to sell or otherwise dispose sale of the Pledged Collateral, or any part thereofif the Secured Party deems it advisable, as hereinafter provided and may sell, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms (including, without limitation, a requirement that any purchase of all or any part of the Pledged Collateral for investment be without any intention to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of any or all of the Pledged Collateral so sold at any such sale and thereafter hold the same, absolutely free from any right or claim of whatsoever kind. The Pledgee may in its sole discretion, at any such sale, restrict the prospective bidders or purchasers as to those persons who will represent and agree that they are purchasing for their numberown account, nature for investment, and not with a view to distribution or sale of business and investment intentionany of the Pledged Collateral. Upon any such sale, the Pledgee Secured Party shall have the right to deliver, assign assign, and transfer to the purchaser thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor. The Pledgee shall give the Pledgor at least ten (10) days' notice (which the Pledgor agrees is reasonable notification) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such the sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publicationadjourned. In case of of' any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee Secured Party until the full selling price is paid by the purchaser thereof, but the Pledgee Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so soldsuch selling price, and, in case of any such failure, and such Pledged Collateral may again be sold pursuant upon like notice. The Secured Party may also, at the Secured Party's discretion, proceed by a suit or suits at law, or in equity to foreclose the provisions hereofpledge and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Collateral, or any part thereof, Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same.

Sale of Pledged Collateral. If an Event of Default shall have occurred and be continuing, then, in addition (a) Upon at least ten days written notice to any other rights Pledgor, which notice the Pledgors agree is reasonable, and remedies provided for herein or otherwise available to it, the Pledgee may without any further demand, advertisement or notice (except as of any kind, all of which are hereby expressly provided in this Section 5.2)waived, exercise all the rights and remedies of a secured party under Pledgee shall have the Code as in effect in any relevant jurisdiction (whether or not the Code applies right to the Pledged Collateral), and in addition may sell, give an option assign and deliver the whole or options to purchase, contract to sell or otherwise dispose any part of the such Pledgor's Pledged Collateral, at any time or any part thereoftimes, as hereinafter provided and may sellwithin or without Cleveland, lease, finance, refinance, mortgage or convey the Pledged Collateral. The Pledged Collateral may so be sold or otherwise disposed of in one or more salesOhio, at public or private sale, conducted by any officer sale or agent of, or auctioneer or attorney for, the Pledgee, at any exchange or broker's board or at the Pledgee's place of business or elsewhereon any securities exchange, for cash, upon credit on credit, or for other property, for immediate or future delivery, and at for such price or prices and on such terms as the Pledgee may determine to be commercially reasonable, and in connection therewith the Pledgee or any Bank at any sale may bid for or purchase the whole or any part of the Pledged Collateral so offered for sale, free from any right of redemption, stay or appraisal on the part of such Pledgor, all of which rights the Pledgors hereby waive and release, to the full extent permitted by law. (includingi) If at any time or times, without limitationin the opinion of the Pledgee, a requirement that any purchase it should be necessary or desirable, in order for the Pledgee to dispose of all or any part of the Pledged Collateral for investment be without in any intention sale or sales pursuant hereto, to make a distribution thereof) as the Pledgee shall, in its sole discretion, deem appropriate. Either of the Lenders may be the purchasers of comply with or to register or qualify all or any or all part of the Pledged Collateral so under the Securities Act of 1933, as amended (the "Securities Act"), or under any similar Federal statute then in effect, or any rules or regulations thereunder, and/or to comply with the laws, rules and regulations of any state regulating the sale of securities, the Pledgors shall, upon the request of the Pledgee, as expeditiously as possible and in good faith, use their best efforts to cause each Company to effect and continue such registration, qualification and compliance. Each Pledgor further shall, and shall cause each Company to, indemnify and hold harmless the Pledgee and any underwriter from and against any claims and liabilities caused by any untrue statement of a material fact or omission to state a material fact required to be stated in any registration statement, offering circular or prospectus used in connection with such registration, qualification or compliance, or necessary to make the statements therein not misleading, except insofar as such claims or liabilities are caused by any untrue statement or omission based upon or in conformity with information furnished by the Pledgee expressly for the purpose of inclusion in such registration statement, offering circular or prospectus. (ii) Notwithstanding the foregoing, the Pledgors recognize that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Collateral or that it may be commercially unreasonable to do so, and may find it appropriate or necessary to resort to one or more private sales to a restricted group of purchasers who will be obligated 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 Pledgors acknowledge that any such private sales may be at places and on terms less favorable to the seller than if sold at public sales and agree that such private sales shall not by reason thereof be deemed to have been made in a commercially unreasonable manner, and that the Pledgee shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale and thereafter hold under the same, absolutely free from Securities Act or any right or claim of whatsoever kind. other applicable securities law. (iii) The Pledgee may in its sole discretion, shall be authorized at any such sale, sale to restrict the prospective bidders or purchasers to Persons who will be eligible to hold or control the applicable Licenses under FCC and other governmental regulations, the terms of the Licenses and other applicable law, rules and regulations. (iv) The Pledgee may take all such further acts as it may in its reasonable discretion deem necessary or advisable for the Pledgee's or the Banks' protection or for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to their numberthe costs of sale or otherwise, nature of business and investment intentionreduce prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any such sale, the Pledgee shall have the right to deliverassign, assign transfer, endorse and transfer deliver to the purchaser or purchasers thereof (including either of the Lenders) the Pledged Collateral so sold. Except if and to the extent otherwise prohibited by law, each Each such purchaser (including either of the Lenders) at any such sale shall hold the Pledged Collateral so property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of the Pledgor. The Pledgee shall give Pledgors, and the Pledgor at least ten (10) days' notice (Pledgors hereby waive, to the full extent permitted by law, all rights of redemption, stay or appraisal which the Pledgor agrees is reasonable notification) of any such public Pledgors now have or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Pledgee shall fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels. The Pledgee shall not be obligated to make any sale pursuant to any such notice. The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time in the future have under any rule of law or place statute now existing or hereafter enacted. For purposes of this Section 6.2, an agreement to which the same may be so adjourned without further notice or publication. In case of any sale of sell all or any part of the Pledged Collateral on credit shall be treated as a sale of such Pledged Collateral, and the Pledgee shall be free to carry out the sale of any Pledged Collateral pursuant to any such agreement and the Pledgors shall not be entitled to the return of any such Pledged Collateral subject thereto, notwithstanding that after the Pledgee shall have entered into such an agreement, all Events of Default may have been remedied. (c) The proceeds of any sale, collection or for future delivery, other realization upon or of the Pledged Collateral so sold may shall be retained applied (i) first, to the actual expenses incurred by the Pledgee until in connection with this Agreement or the full selling price is paid by exercise of any right or remedy hereunder, or any sale or disposition, including, without limitation, the purchaser thereofexpenses of taking, but the Pledgee shall not incur any liability in case of the failure of such purchaser to take up holding, advertising and pay for preparing the Pledged Collateral so soldfor sale or disposition, and, the expenses incurred in case of any such failure, such registering the Pledged Collateral may again be sold pursuant as provided in Section 6.2(b)(i), all court costs and the Pledgee's reasonable attorneys' fees, (ii) next, to all advances made by the Pledgee hereunder for the account of a Pledgor and all costs and expenses paid or incurred by the Pledgee in connection with this Agreement or any right or remedy hereunder, (iii) next, pro rata to the provisions hereofBanks, to the principal of and interest on the Notes and all other Pledge Obligations, and (iv) lastly, any surplus to the Pledgors, except as otherwise required by law or as a court of competent jurisdiction may otherwise direct. Each Pledgor, the Companies and each other Person which may become liable on or with respect to the Notes shall nevertheless remain liable for any deficiency.