Common use of Sale of Pledged Shares Clause in Contracts

Sale of Pledged Shares. (a) Pledgor acknowledges that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, shall not be deemed commercially unreasonable solely because such sale is a private sale. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale or other disposition of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) A. Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) B. Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense; provided that Pledgor shall not have any obligation to register the Pledged Shares as securities under the 1933 Act or the applicable state securities laws solely by virtue of this Section 9(b). Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) C. Pledgor further agrees to indemnify and hold harmless Buyer, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared by Pledgor in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) D. Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Pledgee, for its own benefit and on behalf of Lenders, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryBorrower) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit Pledgor or any Subsidiary Borrower to register such securities for public sale under Under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Borrower would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's ’s expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Pledgee and the Lenders, that Pledgee and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and the Lenders, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense expense: (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or ; or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Borrower upon the sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense; provided that Pledgor shall not have any obligation to register the Pledged Shares as securities under the 1933 Act or the applicable state securities laws solely by virtue of this Section 9(b). Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless the Buyers, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared by Pledgor in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees not to waive exercise any and all rights of subrogation it may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that, so long as Pledgee acts in good faith and in a commercially reasonable manner with respect to any such private sale or disposition, the same shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's ’s expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 may cause irreparable injury to Pledgee and that Pledgee may have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, Pledgee may seek and obtain specific performance against Pledgor with respect to each and every covenant referenced above, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless the Buyers, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees members, managers, partners, employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, third party liability, claim, damage and expense, including, without limitation, attorneys' reasonable legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further irrevocably agrees to waive defer and not to enforce or exercise any and all rights of subrogation it may have against a Pledge Entity until the termination of this Agreement in accordance with Section 11 below, and further irrevocably agrees that any Subsidiary such right in respect of a particular Pledge Entity shall be waived upon the sale or other disposition of all or any portion of the Collateral Pledged Shares of such Pledge Entity by PledgeePledgee pursuant to the terms of this Agreement.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Pledgee, for its own benefit and on behalf of Lenders, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPanther Sub) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit Pledgor or any Subsidiary Panther Sub to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Panther Sub would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's ’s expense. (c) . Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control that a breach of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleadingcovenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Pledgee and the Lenders, that Pledgee and the Lenders have no adequate remedy at law in respect of such indemnification breach and, as a consequence, agrees, without limiting the right of Pledgee to remain operative regardless seek and obtain specific performance of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee the Collateral Agent, on behalf of the Secured Parties, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Secured Obligations, even if, acting in a commercially reasonable manner, the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Upon the occurrence and during the continuance of an Event of Default, each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and the Secured Parties, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expenseexpense (limited with respect to legal expenses to the reasonable out-of-pocket fees, includingdisbursements and other charges of one counsel to such indemnified Persons taken as a whole and, without limitationif reasonably necessary, attorneys' fees and expenses one local counsel in any relevant jurisdiction) (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as any such loss, liability, claim, damage or expense Indemnified Liability: (i) arises out of or is based upon any Pledgors’ untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, prior to the "Disclosure Documents") termination of this Agreement unless such untrue statement of material fact was provided by Pledgee or such Lender the Collateral Agent specifically for inclusion therein, or ; or (ii) arises out of or is based upon any Pledgors’ omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeethe Collateral Agent, any Lender and their respective successors and assigns, officers, directors, employees and agentsSecured Party or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee the Collateral Agent, on behalf of the Secured Creditors, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Secured Creditor shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Creditors arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and the Secured Creditors, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense expense: (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender the Collateral Agent specifically for inclusion therein, or ; or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeethe Collateral Agent, any Lender and their respective successors and assigns, officers, directors, employees and agentsSecured Creditor or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) The Pledgor acknowledges recognizes that the Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiarythe Company) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. The Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary the Company to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary the Company would agree to do so. (b) The Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to the Pledgee and that the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of the Pledgee to seek and obtain specific performance of other obligations of the Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) The Pledgor further agrees to indemnify and hold harmless the Buyers, the Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender the Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, the Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, the Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of the Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) The Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary the Company upon the sale or other disposition of all or any portion of the Pledged Collateral by Pledgeethe Pledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee the Pledgees may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof of portions of the Pledged Shares to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, shall not be deemed commercially unreasonable solely because such sale is a private sale. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales of all the Pledged Shares or any portion of the Collateral thereof valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositionssales, all at Pledgor's expense. (c) , provided that Pledgor shall be under no obligation to take any action to enable the Pledged Shares or any portion thereof to be registered under the provisions of the Act. Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control that a breach of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleadingcovenants contained in this Section 9 will cause irreparable injury to the Pledgees, that the Pledgees have no adequate remedy at law in respect of such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeebreach and, any Lender as a consequence, agrees that each and their respective successors and assigns, officers, directors, employees and agents, or any Person every covenant contained in control of any thereof. In connection with a public sale or other distribution, Pledgor this Section 9 shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directorsbe specifically enforceable against Pledgor, and each Person who controls Pledgor hereby waives and agrees not to assert any defenses to an action for specific performance of such underwriter (within covenants except for a defense that no Event of Default has occurred and is continuing under the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Credit Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges The Administrative Agent agrees that Pledgee may ---------------------- after the occurrence and during the continuance any Event of Default with respect to any Borrower, the effect of which is to cause the Obligations of such Borrower to be unable to effect due and payable under the Credit Agreement (a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities ActBorrower Default"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view subject to the distribution or resale thereof. Pledgor acknowledges that any provisions of Section 2.1 and Section 6.3 below, it will provide Guarantor the opportunity to purchase the Pledged Shares pledged by such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable Borrower at a price reasonably satisfactory to the seller than if Administrative Agent, and any payment for such sale Pledged Shares made by Guarantor on or disposition were prior to the date on which any payment (a public sale or disposition and, shall not "Guarantee Payment") is required to be deemed commercially unreasonable solely because such sale is a private sale. Pledgee made by Guarantor pursuant to Article II shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register credited against such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do soGuarantee Payment. (b) Pledgor further Guarantor agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale or other disposition of all or any portion of the Collateral valid and binding and that in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale of any of the Pledged Shares, the Administrative Agent is authorized to comply with any limitation or sales or dispositionsrestriction in connection with such sale as counsel may advise the Administrative Agent is necessary, all at Pledgor's expensein the reasonable opinion of such counsel, in order to avoid any violation of applicable law. (c) Pledgor Guarantor further agrees to indemnify and hold harmless Pledgee the Administrative Agent and the Banks and each Lender and of their respective successors and assigns, officers, directors, employees employees, agents, successors and agentsassigns, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable attorneys' fees and expenses actually incurred (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage resulting from the action or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement failure to any thereof act by Guarantor or any other writing prepared in connection with Borrower; provided, that no such Person shall have the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required right to be stated indemnified hereunder for its own gross negligence or necessary to make the statements in any willful misconduct as determined by a court of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreementcompetent jurisdiction. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, including without limitation, limitation any disposition in connection with a merger of a SubsidiaryPledged Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and consummated in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit a Pledgor or any Subsidiary a Pledged Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if a Pledgor or such Subsidiary a Pledged Entity would agree to do so. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at the applicable Pledgor's expense; provided that Pledgor shall not have an obligation to register the Pledged Shares as securities under the 1933 Act or the applicable state securities laws solely by virtue of this Section 9(b). Each Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of each Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against each Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender the Buyers, Pledgee, and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Each Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledged Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement.

Sale of Pledged Shares. After the occurrence and during the continuance of an Event of Default: (a) Each Pledgor acknowledges recognizes that Pledgee the Administrative Agent, on behalf of the Secured Parties, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiaryany Issuer) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities 1933 Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and effected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Administrative Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives to the fullest extent permitted by law any claims against the Secured Parties arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as the Administrative Agent may be necessary reasonably request to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Without in any way limiting the requirement of Section 12.03 of the Credit Agreement, each Pledgor further agrees to indemnify and hold harmless Pledgee and the Secured Parties, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereofthereof (the “Indemnified Parties”), from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), which may be imposed on, incurred by or asserted against such Indemnified Party as a result of or in connection with this Agreement or the enforcement by the Administrative Agent or any other Secured Party of its rights and remedies hereunder, and any Indemnified Liabilities, under federal and state securities laws or otherwise otherwise, insofar as such loss, liability, claim, damage or expense Indemnified Liabilities; (i) arises arise out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectivelyPledged Collateral, the "Disclosure Documents") provided that any such registration statement, prospectus or offering memorandum, preliminary prospectus, preliminary offering memorandum, or other writing was prepared by Pledgors, their representatives, agents, or attorneys or such untrue statement was provided by Pledgors specifically for inclusion therein and unless such untrue statement of material fact was provided by Pledgee or such Lender the Administrative Agent specifically for inclusion therein, or ; or (ii) arises arise out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such . Such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeethe Administrative Agent, any Lender and their respective successors and assigns, officers, directors, employees and agentsSecured Party or any successor thereof, or any Person in control of any thereof. In no event shall any Pledgor have any obligation to indemnify or hold harmless an Indemnified Party with respect to an Indemnified Liability that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct by any Indemnified Party. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 10(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 10(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Pledge Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 6, 7(a), 10, 11 and 26 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless the Buyers, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 13 below.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee the Second Priority Collateral Agent or its Representative, on behalf of the Second Priority Secured Parties may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Second Priority Collateral Agent, shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Second Priority Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Second Priority Secured Parties arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Obligations, even if, acting in a commercially reasonable manner, the Second Priority Collateral Agent or its Representative accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Upon the occurrence and during the continuance of an Event of Default, each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and the Second Priority Secured Parties, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expenseexpense (limited with respect to legal expenses to the reasonable out-of-pocket fees, includingdisbursements and other charges of one counsel to such indemnified Persons taken as a whole and, without limitationif reasonably necessary, attorneys' fees and expenses one local counsel in any relevant jurisdiction) (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as any such loss, liability, claim, damage or expense Indemnified Liability: (i) arises out of or is based upon any Pledgors’ untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, prior to the "Disclosure Documents") termination of this Agreement unless such untrue statement of material fact was provided by Pledgee or such Lender the Second Priority Collateral Agent specifically for inclusion therein, or ; or (ii) arises out of or is based upon any Pledgors’ omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeethe Second Priority Collateral Agent, any Lender and their respective successors and assignsRepresentative, officers, directors, employees and agentsany Second Priority Secured Party or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless the Buyers, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable outside counsel fees based on reasonable rates customarily charged and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive defer any and all rights of subrogation it may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the irrevocable payment in full of the Liabilities. (e) Pledgor further waives any requirements pursuant to the terms of the agreement of limited partnership for the delivery of an opinion of counsel with respect to the pledge of the partnership interests of Gulf LP.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Agent may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities ActACT"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee Agent and Lenders shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary Subsidiaries to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Subsidiaries would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Agent and Lenders, that Agent and Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Loan Agreement. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and Agent, each Lender and their of its respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph Section 9(c) collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") Pledged Shares unless such untrue statement of material fact was provided by Pledgee or such Lender Agent specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Agent or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it any of them may have against any Subsidiary Subsidiaries upon the sale or other disposition sales or dispositions by Agent of all or any portion of of, or all of, the Collateral by PledgeePledged Shares.

Sale of Pledged Shares. (a) Pledgor acknowledges that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, shall not be deemed commercially unreasonable solely because such sale is a private sale. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale or other disposition of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee the Collateral Agent, on behalf of the Secured Parties, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Secured Obligations, even if, acting in a commercially reasonable manner, the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Upon the occurrence and during the continuance of an Event of Default, each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and the Secured Parties, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as any such loss, liability, claim, damage or expense Indemnified Liability: (i) arises out of or is based upon any Pledgors’ untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, prior to the "Disclosure Documents") termination of this Agreement unless such untrue statement of material fact was provided by Pledgee or such Lender the Collateral Agent specifically for inclusion therein, or ; or (ii) arises out of or is based upon any Pledgors’ omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeethe Collateral Agent, any Lender and their respective successors and assigns, officers, directors, employees and agentsSecured Party or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee Agent may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities ActACT"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, and agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee Agent and Lenders shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor Pledgors or any Subsidiary Subsidiaries to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor Pledgors or such Subsidiary Subsidiaries would agree to do so. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's Pledgors' expense. Each Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Agent and Lenders, that Agent and Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of Pledgors contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgors, and each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. (c) Each Pledgor jointly and severally further agrees to indemnify and hold harmless Pledgee and Agent, each Lender and their of its respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph Section 9(c) collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Shares or other Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Agent specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Agent or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall Pledgors will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor Pledgors under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Each Pledgor further agrees to waive any and all rights of subrogation it any of them may have against any Subsidiary Subsidiaries upon the sale or other disposition sales or dispositions by Agent of all or any portion of of, or all of, the Collateral by PledgeePledged Shares.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee the Pledgees may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and 5 applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof of portions of the Pledged Shares to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, shall not be deemed commercially unreasonable solely because such sale is a private sale. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales of all the Pledged Shares or any portion of the Collateral thereof valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositionssales, all at Pledgor's expense. (c) , provided that Pledgor shall be under no obligation to take any action to enable the Pledged Shares or any portion thereof to be registered under the provisions of the Act. Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control that a breach of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleadingcovenants contained in this Section 9 will cause irreparable injury to the Pledgees, that the Pledgees have no adequate remedy at law in respect of such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeebreach and, any Lender as a consequence, agrees that each and their respective successors and assigns, officers, directors, employees and agents, or any Person every covenant contained in control of any thereof. In connection with a public sale or other distribution, Pledgor this Section 9 shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directorsbe specifically enforceable against Pledgor, and each Person who controls Pledgor hereby waives and agrees not to assert any defenses to an action for specific performance of such underwriter (within covenants except for a defense that no Event of Default has occurred and is continuing under the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Credit Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Lender may be ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all of the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal securities laws and applicable state or foreign securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities Securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee Lender shall be under no obligation to delay a sale or disposition of any of the Collateral in order Pledged Shares for the period of time necessary to permit Pledgor or any Subsidiary the issuer of such securities to register such securities for public sale under the Securities Actfederal securities laws, or under applicable state securities laws, even if Pledgor or such Subsidiary issuer would agree to do so. . Upon the consummation of any private or public sale, Lender shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Shares so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (bto the extent permitted by law) all rights of redemption, stay and/or appraisal which he has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Lender shall give Pledgor further agrees notice of Lender's intention to make any such public or private sale or sale at broker's board or on a securities exchange to the extent required hereunder or by the Code. Such notice, in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Shares, or that portion thereof so being sold, will first be offered for sale at such board or exchange. At any such sale the Pledged Shares may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice if Lender shall determine not to do so, regardless of the fact that notice of sale of the Pledged Shares may have been given. Lender may without notice or publication, adjourn any public or private sale or cause the same to be done adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Shares on credit or for future delivery, the Pledged Shares so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Shares so sold and, in case of any such failure, such Pledged Shares may again be sold upon like notice. Lender may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Pledged Shares, 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 reasonable acts and things as may governmental department, agency or authority should be necessary to make effectuate any sale or other disposition of all the Pledged Shares or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any part thereof, from Pledgor shall execute all such applications and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar other instruments as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared may be required in connection with the offersecuring any such consent, sale approval or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directorsauthorization, and each Person who controls any such underwriter (within will otherwise use Pledgor's best efforts to secure the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreementsame. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges Pledgors recognize that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Merger Shares or Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges Pledgors acknowledge and agree that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agree that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Merger Shares or Pledged Shares in order to permit Pledgor Pledgors or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor Pledgors or such Subsidiary a Pledge Entity would agree to do so. (b) Pledgor Pledgors further agrees agree to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Merger Shares or Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's Pledgors’ expense. Pledgors further agree that a breach of any of the covenants contained in Sections 4, 5, 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgors contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgors, and Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor Pledgors further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreement. (d) Pledgor further agrees agree to waive any and all rights of subrogation it they may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) The Pledgor acknowledges recognizes that the Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. The Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit the Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if the Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) The Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to the Pledgee and that the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of the Pledgee to seek and obtain specific performance of other obligations of the Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) The Pledgor further agrees to indemnify and hold harmless the Buyers, the Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender the Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, the Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, the Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of the Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) The Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by Pledgeethe Pledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Agent may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities ActACT"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee Agent and Lenders shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary Subsidiaries to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Subsidiaries would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Agent and Lenders, that Agent and Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Loan Agreement. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and Agent, each Lender and their respective of its successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph Section 9(c) collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") Pledged Shares unless such untrue statement of material fact was provided by Pledgee or such Lender Agent specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Agent or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and their respective underwriters, its successors and assigns, its officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Subsidiaries upon the sale or other disposition sales or dispositions by Agent of all or any portion of of, or all of, the Collateral by PledgeePledged Shares.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Lender may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all of the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal securities laws and applicable state or foreign securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such securities Securities for their own account for investment and not with a view to the distribution or resale thereof. , Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable solely because reasonable manner, assuming all other circumstances surrounding such sale is a private salesales are reasonable. Pledgee Lender shall be under no obligation to delay a sale or disposition of any of the Collateral in order Pledged Shares for the period of time necessary to permit Pledgor or any Subsidiary the issuer of such securities to register such securities for public sale under the Securities Actfederal securities laws, or under applicable state securities laws, even if Pledgor or such Subsidiary issuer would agree to do so. . Upon the consummation of any private or public sale, Lender shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Shares so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (bto the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Lender shall give Pledgor further agrees notice of Lender's intention to make any such public or private sale or sale at broker's board or on a securities exchange to the extent required hereunder or by the Code. Such notice in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Shares, or that portion thereof so being sold, will first be offered for sale at such board or exchange. At any such sale the Pledged Shares maybe sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice if Lender shall determine not to do so, regardless of the act that notice of sale of the Pledged Shares may have been given. Lender may without notice or publication, adjourn any public or private sale or cause the same to be done adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Shares on credit or for future delivery, the Pledged Shares so sold shall be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Shares so sold and, in case of any such failure, such Pledged Shares may again be sold upon like notice. Lender may also , at its discretion, proceed by a suit or suits at law, or in equity foreclose its security interests and sell the Pledged Shares, 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 reasonable acts and things as may governmental department, agency or authority should be necessary to make effectuate any sale or other disposition of all the Pledged Shares or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any part thereof, from Pledgor shall execute all such applications and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar other instruments as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared may be required in connection with the offersecuring any such consent, sale approval or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directorsauthorization, and each Person who controls any such underwriter (within will otherwise use Pledgor's best efforts to secure the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreementsame. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) The Pledgor acknowledges recognizes that the Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiarythe Company) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. The Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary Fan Pass, Inc. to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Fan Pass, Inc. would agree to do so. (b) The Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at the Pledgor's ’s expense. The Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to the Pledgee and that the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of the Pledgee to seek and obtain specific performance of other obligations of the Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) The Pledgor further agrees to indemnify and hold harmless the Buyers, the Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender the Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, the Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, the Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of the Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) The Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Fan Pass, Inc. upon the sale or other disposition of all or any portion of the Pledged Collateral by Pledgeethe Pledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's ’s expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective its successors and assigns, officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges that Pledgee ---------------------- may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryBorrower) of any or all the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, Pledgor agrees that any such private sale or disposition shall not be deemed to be affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Borrower would agree to do so. (b) Pledgor further agrees to do or to use commercially reasonable efforts to cause to be done all such other reasonable acts and things as may be necessary to make any sale or other disposition of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositionsdispositions and the non- compliance with which could reasonably be expected to have an adverse effect on such sale or distribution. If such sale or other disposition is precipitated by a breach or other action of Pledgor, then all expenses incurred in connection with such sale or disposition shall be borne by Pledgor and otherwise at PledgorBorrower's expense. (c) . Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control that a breach of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleadingcovenants contained in Sections 4, 5(b), 8, 9 and 10 of this Agreement will cause irreparable injury to Pledgee and Lenders, that neither Pledgee nor Lenders have an adequate remedy at law in respect of such indemnification breach and, as a consequence, agrees, without limiting the right of Pledgee and Lenders to remain operative regardless seek and obtain specific performance of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under this paragraph (c) shall survive the termination of this Credit Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Borrower upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee the Second Priority Collateral Agent or its Representative, on behalf of the Second Priority Secured Parties may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Second Priority Collateral Agent, shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Second Priority Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Second Priority Secured Parties arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Obligations, even if, acting in a commercially reasonable manner, the Second Priority Collateral Agent or its Representative accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Upon the occurrence and during the continuance of an Event of Default, each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and the Second Priority Secured Parties, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expenseexpense (limited with respect to legal expenses to the reasonable out-of-pocket fees, includingdisbursements and other charges of one counsel to such indemnified Persons taken as a whole and, without limitationif reasonably necessary, attorneys' fees and expenses one local counsel in any relevant jurisdiction) (in this paragraph collectively called the "“Indemnified Liabilities"), ”) under federal and state securities laws or otherwise insofar as any such loss, liability, claim, damage or expense Indemnified Liability: (i) arises out of or is based upon any Pledgors’ untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, prior to the "Disclosure Documents") termination of this Agreement unless such untrue statement of material fact was provided by Pledgee or such Lender the Second Priority Collateral Agent specifically for inclusion therein, or ; or (ii) arises out of or is based upon any Pledgors’ omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgeethe Second Priority Collateral Agent, any Lender and their respective successors and assignsRepresentative, officers, directors, employees and agentsany Second Priority Secured Party or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) The Pledgor acknowledges recognizes that the Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiarythe Company) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. The Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary the Company to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary the Company would agree to do so. (b) The Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to the Pledgee and that the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of the Pledgee to seek and obtain specific performance of other obligations of the Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) The Pledgor further agrees to indemnify and hold harmless the Lenders, the Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender the Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, the Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, the Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of the Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) The Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary the Company upon the sale or other disposition of all or any portion of the Pledged Collateral by Pledgeethe Pledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges The Pledgors recognize that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger or amalgamation of a any Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 (the "Securities Act"), and applicable state or federal securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges The Pledgors acknowledge and agree that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agree that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit any Pledgor or any applicable Subsidiary to register such securities for public sale under the Securities Act, or under applicable state state, provincial or federal or other securities laws, even if such Pledgor or such the applicable Subsidiary would agree to do so. Notwithstanding the foregoing, upon request of the Agent, each Pledgor agrees that, at its own expense, following the occurrence and continuation of an Event of Default, it will register such securities under the Act or take such other actions under any applicable federal or state securities laws as may be necessary for a public sale of the Pledged Shares, including furnishing such legal opinions as Agent may reasonably request. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's expense. Each Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 10 will cause irreparable injury to Pledgee and the Benefitted Parties and that Pledgee and the Benefitted Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of any Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against each Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and Benefitted Party, their respective successors and assigns, their respective officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable legal fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal federal, provincial and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Shares or other Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Benefitted Party or another party not an Affiliate of any Pledgor specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Each Pledgor further agrees to waive any and all rights of subrogation it may have against any each Subsidiary upon the sale or other disposition of all or any portion of the Collateral Pledged Shares by PledgeePledgee pursuant to the terms of this Agreement until all of the Liabilities have been indefeasibly paid in full.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee the Collateral Agent, on behalf of the Secured Creditors, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. No Secured Creditor shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Creditors arising by reason of the fact that the price at which the 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 or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledge Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities 1933 Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledge Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledge Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense; provided that Pledgor shall not have any obligation to register the Pledged Shares as securities under the 1933 Act or the applicable state securities laws solely by virtue of this Section 9(b). Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless Buyer, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared by Pledgor in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledge Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 11 below.

Sale of Pledged Shares. (a) Pledgor acknowledges DMRFS recognizes that Pledgee may ---------------------- Bingxxx xxx be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and other applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor DMRFS acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, shall not be deemed commercially unreasonable solely because such sale is a private saledisposition. Pledgee shall Bingxxx xxxll be under no obligation to delay a sale or disposition of any of the Collateral in order Pledged Shares to permit Pledgor or any Subsidiary the issuer of the Pledged Shares to register such securities (or trust certificates representing such securities) for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so. (b) Pledgor DMRFS further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at PledgorDMRFS's expense. DMRFS further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to, that Bingxxx xxx no adequate remedy at law in respect of such breach and, as a consequence, DMRFS agrees that each and every covenant contained in this Section 8 shall be specifically enforceable against DMRFS, and DMRFS hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants, except for a defense that no Event of Default has occurred. (c) Pledgor further DMRFS hereby agrees to indemnify and hold harmless Pledgee and each Lender and their respective Bingxxx, xxs successors and assigns, officersand Bingxxx'x xxxicers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' attorneys fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under Liabilities"),under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or 6 preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") Pledged Shares unless such untrue statement of material fact was provided by Pledgee or such Lender specifically Bingxxx xxxcifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Bingxxx xx any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any successor thereof. In connection with a public sale or other distribution, Pledgor shall DMRFS will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph (c) may be unenforceable for any reason, Pledgor DMRFS agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor DMRFS under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, including without limitation, limitation any disposition in connection with a merger of a SubsidiaryPledged Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act1933 ACT"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and consummated in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit a Pledgor or any Subsidiary a Pledged Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if a Pledgor or such Subsidiary a Pledged Entity would agree to do so. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at the applicable Pledgor's expense; provided that Pledgor shall not have an obligation to register the Pledged Shares as securities under the 1933 Act or the applicable state securities laws solely by virtue of this Section 9(b). Each Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of each Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against each Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender the Buyers, Pledgee, and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Each Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledged Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Pledgee, for its own benefit and on behalf of Lenders, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPanther Sub) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit Pledgor or any Subsidiary Panther Sub to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Panther Sub would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's ’s expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Pledgee and the Lenders, that Pledgee and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and the Lenders, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense expense: (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or ; or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Panther Sub upon the sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral by Pledgee.

Sale of Pledged Shares. (a) Each Pledgor acknowledges recognizes that Pledgee Pledgee, for its own benefit and on behalf of the Secured Creditors, may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit a Pledgor or any Subsidiary Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor or such Subsidiary any Issuer would agree to do so. (b) Each Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's ’s expense. Each Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Pledgee and the Secured Creditors, that Pledgee and the Secured Creditors have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of such Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. (c) Each Pledgor further agrees to indemnify and hold harmless Pledgee and the Secured Creditors, each Lender and of their respective successors and assigns, officers, directors, employees employees, agents and agentsattorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' reasonable counsel fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense expense: (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or ; or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, ; such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, their respective officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph (cSection 9(c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryProduction) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary Production to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary Production would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 4, 5(a), 5(b), 8, 9 and 10 will cause irreparable injury to Pledgee and the Lenders and that Pledgee and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and Lender, their respective successors and assigns, their respective officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Shares or other Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary Production upon the sale or other disposition of all or any portion of the Collateral Pledged Shares by PledgeePledgee pursuant to the terms of this Agreement until all of the Liabilities have been indefeasibly paid in full.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a SubsidiaryPledged Entity) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to be reasonable and affected in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral Pledged Shares in order to permit Pledgor or any Subsidiary a Pledged Entity to register such securities for public sale under the Securities 1933 Act, or under applicable state securities laws, even if Pledgor or such Subsidiary a Pledged Entity would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be reasonably necessary to make any sale such sales or other disposition of all or any portion dispositions of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 6, 7(a), 10, 11 and 26 will cause irreparable injury to Pledgee and that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (c) Pledgor further agrees to indemnify and hold harmless the Buyers, Pledgee and each Lender and their respective successors and assigns, their respective officers, directors, employees employees, attorneys and agents, and any Person person or entity in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' legal fees and expenses (in this paragraph collectively called the "“Indemnified Liabilities"”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, memorandum or in any preliminary prospectus or preliminary offering memorandum, memorandum or in any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender Pledgee, in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, Pledgee or any Lender and their respective successors and assigns, officers, directors, employees and agentssuccessor thereof, or any Person person or entity in control of any thereof. In connection with a public sale or other distribution, Pledgor shall will provide customary indemnification to any underwriters and underwriters, their respective successors and assigns, officers and directors, directors and each Person person or entity who controls any such underwriter (within the meaning of the Securities 1933 Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the any termination of this Agreement. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary a Pledged Entity upon the sale or other disposition of all or any portion of the Pledged Collateral by PledgeePledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 13 below.

Sale of Pledged Shares. (a) Pledgor acknowledges recognizes that Pledgee Secured Party may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, (Secured Party agreeing that to the extent a public market exists it will use reasonable efforts to cause a public sale of the Pledged Shares) but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall not be deemed to have been made in a commercially unreasonable solely because such sale is a private salereasonable manner. Pledgee Secured Party shall be under no obligation to delay a sale or disposition of any of the Collateral in order Pledged Shares to permit Pledgor or any Subsidiary to register the registration of such securities (or trust certificates representing such securities) for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary it the Company would agree to do so. (b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any such sale or other disposition sales or dispositions of all or any portion or all of the Collateral Pledged Shares valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense. (c) . Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control that a breach of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (of the covenants contained in this paragraph collectively called the "Indemnified Liabilities")8 will cause irreparable injury to Secured Party, under federal that Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact every covenant contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee or such Lender specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee, any Lender and their respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may shall be unenforceable specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction specific performance of each such covenants except for a defense that no Event of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this AgreementDefault has occurred hereunder. (d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.