Common use of Private Sales Clause in Contracts

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain prohibitions contained in the Administrative Securities Act and applicable state securities laws as in effect from time to time, the Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Equity Interests conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more persons who will represent and agree, among other things, to acquire such timeEquity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in its sole and absolute discretionadvisable, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Collateral Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Equity Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Collateral Agent accepts the first offer received and does not offer such Pledged Equity Interests to more than one offeree.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain prohibitions contained in the Administrative Securities Act and applicable state securities laws as in effect from time to time, the Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Equity Interests conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more persons who will represent and agree, among other things, to acquire such timeEquity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Equity Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Equity Interests to more than one offeree.

Private Sales. (a) Each The Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, ------------- unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each The Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Pledgor agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may reasonably be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are reasonably necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Securities by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the manner. The Administrative Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Securities for the period of time necessary to permit its registration the Issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not even if the Issuer would agree to conduct any do so. Any such public sales or delay the sale of any Pledged Interests, notwithstanding all or a portion of the possibility that Securities Collateral may be for cash or on credit or for future delivery and may be conducted at a substantially higher price might be realized if the private sale were deferred until after such registration. Each Pledgor hereby waives any claims against where the Administrative Agent or any other Secured Party arising by reason person or entity may be the purchaser of all or part of the fact that Securities Collateral so sold. Subject to the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligationsforegoing, even if the Administrative Agent accepts agrees that any sale of the first offer received Securities shall be made in a commercially reasonable manner, and does each Pledgor agrees to use its best efforts to cause the Issuer or Issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors (or other analogous persons) and officers of such Issuer to execute and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent, advisable to exempt such Securities from registration under the provisions of the Securities Act (or the foreign law equivalent thereof), and to make all amendments to such instruments and documents which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act (or the foreign law equivalent thereof) and the rules and regulations of the Securities and Exchange Commission (or the foreign law equivalent thereof) applicable thereto. Each Pledgor further agrees to use its best efforts to cause such Issuer or Issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and, if required, to cause such Issuer or Issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act (or the foreign law equivalent thereof).

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, to conduct any sale of all or any part of the Pledged Interests that constitute Collateral without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests that constitute Collateral for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsInterests that constitute Collateral, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each The Pledgor recognizes that the Administrative Agent Secured Party may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Ownership Interests without registering or qualifying such Pledged Interests under by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, or may decide in its sole discretion that a public sale is not appropriate or practicable, and therefore may resort to none or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each The Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on others terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Secured Party shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Ownership Interests for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts issuer would agree to do so. The Pledgor agrees to use its best efforts to cause the first offer received Holding Company, and does not offer the Holding Company hereby agrees, to execute and deliver, and cause the directors and officers (or other analogous Persons) of the Holding Company to execute and deliver, all at the Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Pledged Ownership Interests from registration under the provisions of the Securities Act, and to more than one offereemake all amendments to such instruments and documents which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause the Holding Company, and the Holding Company hereby agrees, to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Secured Party shall designate and, if required, to cause the Holding Company to, and the Holding Company hereby agrees to, make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act. If the Pledgor is or becomes an issuer of Pledged Ownership Interests, the Pledgor shall take all of the actions the Secured Party desires an issuer to take, as described in this Section 6.4.

Private Sales. (a) Each The Pledgor recognizes that the Administrative Agent Lender may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Stock by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each The Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Pledgor shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts issuer would agree to do so. Subject to the first offer received foregoing, the Lender agrees that any sale of the Stock shall be made in a commercially reasonable manner and does the Pledgor agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Lender, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Lender shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Agent Secured Party may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any federal banking laws, and other applicable state securities laws in effect at such timelaws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Secured Party shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Securities for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts issuer would agree to do so. Subject to the first offer received foregoing, the Secured Party agrees that any sale of the Securities shall be made in a commercially reasonable manner, and does the Company agrees to use its commercially reasonable efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, provided that, for the avoidance of doubt, neither the Company nor the Subsidiary shall be required to register the Securities for resale under the Securities Act. The Company further agrees to use its commercially reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Agent Secured Party may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Securities Act”"), and/or any federal banking laws, and other applicable state securities laws in effect at such timelaws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Secured Party shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Securities for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts issuer would agree to do so. Subject to the first offer received foregoing, the Secured Party agrees that any sale of the Securities shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor Grantor recognizes that the Administrative Agent Security Trustee may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of any or all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any and applicable state securities laws in effect at or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such timesecurities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor Grantor acknowledges and agrees that any such private sales sale may be made result in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable than those obtainable through if such sale were a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Security Trustee shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Interests Stock for the period of time necessary to permit its registration the Issuer thereof to register such securities for public sale under the Securities Act and Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and shall not have binding and in compliance with any responsibility or liability as and all other applicable law. Each Grantor further agrees that a result of its election so not to conduct any such public sales or delay the sale breach of any Pledged Interests, notwithstanding of the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent or any other Secured Party arising by reason of and the fact Lenders, that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts and the first offer received Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and does every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not offer to assert any defenses against an action for specific performance of such Pledged Interests to more than one offeree.covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 6.8

Private Sales. (a) Each Pledgor recognizes that the Administrative Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Collateral Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. Each Pledgor hereby waives any claims against the Administrative Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Collateral Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Agent Secured Party may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any federal banking laws, and other applicable state securities laws in effect at such timelaws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Secured Party shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Securities for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts issuer would agree to do so. Subject to the first offer received foregoing, the Secured Party agrees that any sale of the Securities shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Secured Party shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that If the Administrative Agent shall determine that in order to exercise its right to sell any or all of the Collateral it is necessary or advisable to have no obligation such Collateral registered under the provisions of the Securities Act (any such Collateral, the “Restricted Securities Collateral”), the relevant Grantor will cause each applicable Issuer (and the officers and directors thereof) to conduct any public sales (i) execute and no obligation deliver all such instruments and documents, and do or cause to delay be done all such other acts as may be, in the sale opinion of any Pledged Interests the Administrative Agent, necessary or advisable to register such Restricted Securities Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for the a period of time one year from the date of the first public offering of such Restricted Securities Collateral, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary to permit its registration for public sale under or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable state thereto. Each Grantor agrees to use commercially reasonable efforts to cause each applicable Issuer (and the officers and directors thereof) to comply with the provisions of the securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale “Blue Sky” laws of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against and all jurisdictions which the Administrative Agent or any other Secured Party arising by reason shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section II (a) of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereeSecurities Act.

Private Sales. (a) Each Pledgor recognizes that The Offshore Collateral Agent shall incur no liability as a result of the Administrative Agent may be compelledsale, lease or other disposition of all of the Collateral, or any part thereof, at any time after the occurrence and during the continuance of private sale pursuant to Article IV (Remedies upon an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made ) conducted in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that in accordance with the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale requirements of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registrationApplicable Law. Each Pledgor Assignor hereby waives any claims against the Administrative Offshore Collateral Agent or any and the other Secured Party Parties arising by reason of the fact that the price at which any Pledged Interests the Collateral may have been sold at any such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Offshore Collateral Agent accepts the first offer received and does not offer such Pledged Interests the Collateral to more than one offeree, provided that such private sale is conducted in a commercially reasonable manner and in accordance with Applicable Law. Each Assignor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Offshore Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire Collateral for their own account, for investment and not with a view to distribution or resale. Each Assignor acknowledges that any such private sales may be at prices and on terms less favorable to the Offshore Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees, to the extent it may do so under applicable law, that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Offshore Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelledthat, at any time after the occurrence and during the continuance by reason of an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any and applicable state securities laws as in effect at from time to time, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Assets conducted without registration or qualification under the Securities Act and such timestate securities laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such Pledged Assets for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be not be deemed not to have not been made in a commercially reasonable manner solely because it was conducted as a private sale, by virtue of such restrictions and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests Assets for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsAssets, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests Assets may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent Lender may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Shares by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. Lender shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Interests Shares for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts Issuer would agree to do so. Subject to the first offer received foregoing, Lender agrees that any sale of the Pledged Shares shall be made in a commercially reasonable manner, and does not offer each Pledgor agrees to use its best efforts to cause the Issuer or Issuers of the Pledged Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Lender, advisable to exempt such Pledged Interests Shares from registration under the provisions of the Securities Act, and to more than one offereemake all amendments to such instruments and documents which, in the opinion of Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain prohibitions contained in the Administrative Securities Act and applicable state securities laws as in effect from time to time, the Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Interests conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such timePledged Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Collateral Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Collateral Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelledSubject to compliance with Gaming Laws, at any time after upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, to conduct whether or not any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests Collateral has been effectively registered under the Securities Act of 1933, as amended (amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of the “Securities Act”), and/or any applicable state securities laws in effect Pledged Collateral at such time. Each Pledgor acknowledges that any such private sales may be made sale in such manner and under such circumstances as the Administrative Agent Secured Party may deem necessary or advisable in its sole order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and absolute discretionnegotiate with a limited number of potential purchasers, including and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any of the Pledged Collateral is sold at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (includingprivate sale, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, each Grantor agrees that any if the Pledged Collateral is sold for a price which Secured Party in good faith believes to be reasonable, then, (A) the sale shall be deemed to be commercially reasonable in all respects, (B) such sale Grantor shall not be deemed not entitled to have been made a credit against the Secured Obligations in a commercially reasonable manner solely because it was conducted as a private salean amount in excess of the purchase price, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and (C) Secured Party shall not have incur any liability or responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsGrantor in connection therewith, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained realized at a public sale. Each Grantor recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange or in another recognized market, and that a sale or was by Secured Party of any such Pledged Collateral for an amount substantially less than a pro rata share of the aggregate fair market value of such Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereeCollateral or Pledged Collateral that is privately traded.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelledthat, at any time after the occurrence and during the continuance by reason of an Event of Default, to conduct any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any and applicable state securities laws as in effect at from time to time, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Assets conducted without registration or qualification under the Securities Act and such timestate securities laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such Pledged Assets for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be not be deemed not to have not been made in a commercially reasonable manner solely because it was conducted as a private sale, by virtue of such restrictions and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests Assets for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsAssets, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests Assets may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each The Pledgor recognizes that the Administrative Agent Holder may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), and/or any federal banking laws, and other applicable state securities laws in effect at such timelaws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each The Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Holder shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Interests Shares for the period of time necessary to permit its registration the Issuer of such securities to register such securities for public sale under the Securities Act and applicable state securities Act, or such other federal banking or other appl icable laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts Issuer would agree to do so. Subject to the first offer received foregoing, the Holder agrees that any sale of the Pledged Shares shall be made i n a commercially reasonable manner, and does not offer the Pledgor agrees to use its best efforts to cause the Issuer of the Pledged Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of the Issuer to execute and deliver, all at such Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Holder, advisable to exempt such Pledged Interests Shares from registration under the provisions of the Securities Act, and to more than one offereemake all amendments to such instruments and documents which, in the opinion of the Holder, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause the Issuer to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Holder shall designate and, if required, to cause the Issuer to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 (athe “Securities Act”) Each Pledgor recognizes that and applicable state securities laws as in effect from time to time, the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Equity Interests pledged hereunder conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such timeEquity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor Grantor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem reasonably necessary or advisable in its sole and absolute discretionadvisable, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Equity Interests pledged hereunder for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsEquity Interests pledged hereunder, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor Grantor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests pledged hereunder may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Equity Interests to more than one offeree.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Collateral Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Collateral Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Collateral Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of (S)11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain ------------- prohibitions contained in the Administrative Securities Act and applicable state securities laws as in effect from time to time, the Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Interests conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and state securities laws in effect at laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such timePledged Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, including without limitation, limitation a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Collateral Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Collateral Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.

Private Sales. (a) Each Pledgor Holdings recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable ------------- to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges Holdings agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does Holdings agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at Holdings' expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Holdings further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after Upon the occurrence and during the continuance of an Event of DefaultDefault under the Loan Agreement, to conduct whether or not any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests Collateral has been effectively registered under the Securities Act of 1933, as amended amended, or other applicable Laws (the “Securities Act”"Registered Collateral"), and/or Secured Party may, in its sole and absolute discretion, sell all or any applicable state securities laws part of the Pledged Collateral at private or public sale in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as may be permitted by law. Without limiting the Administrative Agent foregoing, Secured Party may deem necessary (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or advisable in its sole purchasers to Persons who will represent and absolute discretionagree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any of the Pledged Collateral other than Registered Collateral is sold at private sale, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, each Grantor agrees that any if the Pledged Collateral is sold for a price which Secured Party in good faith believes to be reasonable, then (A) the sale shall be deemed to be commercially reasonable in all respects, (B) such sale Grantor shall not be deemed not entitled to have been made a credit against the Obligations in a commercially reasonable manner solely because it was conducted as a private salean amount in excess of the purchase price, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and (C) Secured Party shall not have incur any liability or responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsGrantor in connection therewith, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained realized at a public sale. Each Grantor recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange or in another recognized market, and that a sale or was by Secured Party of any such Pledged Collateral for an amount substantially less than the aggregate amount a pro rata share of the Secured Obligations, even if fair market value of such Issuer's assets minus liabilities may be commercially reasonable in view of the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offeree.difficulties that may be encountered in

Private Sales. (a) Each Pledgor recognizes that Whether or not any of the Pledged Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, the Administrative Agent may be compelledmay, at any time after the occurrence in its sole and during the continuance of an Event of Defaultabsolute discretion, to conduct any sale of sell all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect Collateral at such time. Each Pledgor acknowledges that any such private sales may be made sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole advisable. Without limiting the foregoing, the Administrative Agent may (i) approach and absolute discretionnegotiate with a limited number of potential purchasers, including and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any of the Pledged Collateral is sold at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (includingprivate sale, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, Borrower agrees that any such if the Pledged Collateral is sold for a price which the Administrative Agent in good faith believe to be reasonable, then (A) the sale shall be deemed to be commercially reasonable in all respects, (B) Borrower shall not be deemed not entitled to have been made a credit against the Obligations in a commercially reasonable manner solely because it was conducted as a private salean amount in excess of the purchase price, and agrees that (C) the Administrative Agent shall have no obligation not incur any liability or responsibility to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsBorrower in connection therewith, notwithstanding the possibility that a substantially higher price might be have been realized if the at a public sale. Borrower recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange, and that a sale were deferred until after such registration. Each Pledgor hereby waives any claims against by the Administrative Agent or of any other Secured Party arising by reason such Pledged Collateral for an amount substantially less than a pro rata share of the fact fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at be encountered in attempting to sell a public sale or was less than the aggregate large amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereeCollateral or Pledged Collateral that is privately traded.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Collateral Agent ------------- may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Collateral Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Collateral Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Collateral Agent, are necessary or advisable, an in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Collateral Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws as in effect from time to time, the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Interests Assets conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more Persons who will represent and agree, among other things, to acquire such timePledged Assets for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests Assets for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsAssets, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests Assets may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests Assets to more than one offeree.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Stock by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Collateral Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Collateral Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Collateral Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor Grantor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of any or all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any and applicable state securities laws in effect at or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such timesecurities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor Grantor acknowledges and agrees that any such private sales sale may be made result in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable than those obtainable through if such sale were a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a manner. Subject to its compliance with state securities laws applicable to private salesales, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Interests Stock for the period of time necessary to permit its registration the Issuer thereof to register such securities for public sale under the Securities Act and Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use its commercially reasonable efforts to promptly do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.8 valid and shall not have binding and in compliance with any responsibility or liability as and all other applicable Requirements of Law. Each Grantor further agrees that a result of its election so not to conduct any such public sales or delay the sale breach of any Pledged Interests, notwithstanding of the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against covenants contained in this Section 6.8 will cause irreparable injury to the Administrative Agent or any and the other Secured Party arising by reason of the fact Parties, that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts and the first offer received other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and does every covenant contained in this Section 6.8 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not offer to assert any defenses against an action for specific performance of such Pledged Interests to more than one offereecovenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Private Sales. (a) Each Pledgor The Company recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, ------------- unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes The Borrowers recognize that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Borrowers agree that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Borrowers agree to use thier best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Borrowers’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Borrowers further agree to use their best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain prohibitions contained in the Administrative Securities Act and applicable state securities laws as in effect from time to time, the Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Equity Interests conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more persons who will represent and agree, among other things, to acquire such timeEquity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in its sole and absolute discretionadvisable, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Collateral Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Equity Interests for the period of time necessary to permit its registration for public sale under 62 the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Collateral Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Collateral Agent accepts the first offer received and does not offer such Pledged Equity Interests to more than one offeree.

Private Sales. (a) Each Pledgor The Borrower recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Borrower agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Borrower agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Borrower's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Borrower further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. If and only if the Board of Directors of Unified consents to the transfer of any Pledged Shares (a) Each Pledgor recognizes that the Administrative Agent which consent may be compelledgranted or withheld in their sole and absolute discretion), at any time after upon the occurrence and during the continuance of an Event of Default, to conduct whether or not any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests Collateral has been effectively registered under the Securities Act of 1933, as amended (amended, or other applicable Laws, Collateral Agent may, in its sole and absolute discretion, subject to compliance with applicable laws, sell all or any part of the “Securities Act”), and/or any applicable state securities laws in effect Pledged Collateral at such time. Each Pledgor acknowledges that any such private sales may be made sale in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons or entities who have been approved in advance by the Board of Directors of Unified (in its sole and absolute discretion) as being eligible to become Members of Unified and who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any of the Pledged Collateral is sold at private sale, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, Member agrees that any such if the Pledged Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable, then, (A) the sale shall be deemed to be commercially reasonable in all respects, (B) Member shall not be deemed not entitled to have been made a credit against the Secured Obligations in a commercially reasonable manner solely because it was conducted as a private salean amount in excess of the purchase price, and agrees that the Administrative (C) neither Collateral Agent nor any Secured Party shall have no obligation incur any liability or responsibility to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsMember in connection therewith, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained realized at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereesale.

Private Sales. (a) Each Pledgor Company recognizes that the Administrative Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges Company agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Collateral Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Collateral Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does each Company agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Company further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Collateral Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor Grantor recognizes that the Administrative Agent Security Trustee may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of any or all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any and applicable state securities laws in effect at or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of restricted purchasers which will be obliged to agree, among other things, to acquire such timesecurities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor Grantor acknowledges and agrees that any such private sales sale may be made result in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable than those obtainable through if such sale were a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Security Trustee shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Interests Stock for the period of time necessary to permit its registration the Issuer thereof to register such securities for public sale under the Securities Act and Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and shall not have binding and in compliance with any responsibility or liability as and all other applicable law. Each Grantor further agrees that a result of its election so not to conduct any such public sales or delay the sale breach of any Pledged Interests, notwithstanding of the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent or any other Secured Party arising by reason of and the fact Lenders, that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts and the first offer received Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and does every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not offer to assert any defenses against an action for specific performance of such Pledged Interests to more than one offereecovenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Private Sales. (a) Each If the Secured Parties shall determine to exercise their rights to sell all or part of the Collateral pursuant to Article VI hereof, the Pledgor recognizes that the Administrative Agent Secured Parties may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under Units by reason of certain prohibitions contained in the Securities Act of 1933, as amended amended, as now or hereafter in effect (the “Securities Act”), and/or or in applicable securities or blue sky laws of any applicable state securities laws or other jurisdiction, as now or hereafter in effect at such time. Each Pledgor acknowledges that any such effect, but may be compelled to resort to one or more private sales may to a restricted group of purchasers who will be made obliged to agree, among other things, to acquire such Pledged Units for their own account for investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Pledged Units or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act (or other applicable securities law), the Secured Parties in their sole and absolute discretion are authorized to sell such Pledged Units or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent Secured Parties or their counsel may deem necessary or advisable in its sole and absolute discretion, including order that such sale may legally be effected without registration. The Pledgor agrees that private sales so made may be at prices and on other terms that might be less favorable to the seller than those obtainable through a if such Pledged Units were sold at public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall Secured Parties have no obligation to conduct any public sales and no obligation to delay the sale of any such Pledged Interests Units for the period of time necessary to permit its registration the Issuer of the Collateral to register such Pledged Units for public sale under the Securities Act and such applicable state securities laws, and . The Pledgor agrees that any private sales made under the foregoing circumstances shall not have any responsibility or liability as a result of its election so not be deemed to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at in a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereecommercially reasonable manner.

Private Sales. (a) Each The Pledgor recognizes that the Administrative Agent Pledgee may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of any or all or any part of the Pledged Interests without registering Stock or qualifying such the Pledged Interests under Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 (the “"Securities Act”), and/or any ") and applicable state securities laws in effect at or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such timesecurities for their own account for investment and not with a view to the distribution or resale thereof. Each The Pledgor acknowledges and agrees that any such private sales sale may be made result in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the Pledgee than those obtainable through if such sale were a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, and agrees that any such circumstances shall not, in and of themselves, result in a determination that such sale shall was not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. The Pledgee shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Stock or the Pledged Interests for the period of time necessary to permit its registration the Companies to register such securities for public sale under the Securities Act and Act, or under applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts Pledgor would agree to do so. (b) Upon the first offer received occurrence of an Event of Default and does not offer at Pledgee's request, the Pledgor agrees to use the Pledgor's best efforts to cause the Companies to disseminate publicly all information required to be disseminated pursuant to the Securities Exchange Act of 1934, as amended, in the event that the Companies or the Pledgor is required to file reports under such Pledged Interests Act, or to more than one offereeotherwise make available such information as to permit the public or private sale of the Collateral in accordance with the terms of this Pledge Agreement. The Pledgor further agrees to use the Pledgor's best efforts to cause the Companies to cooperate with the Pledgee in taking whatever additional action may be required to effect such public or private sale of the Collateral.

Private Sales. (a) Each Pledgor recognizes that that, by reason of certain prohibitions contained in the Administrative Securities Act and applicable state securities laws as in effect from time to time, the Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, with respect to conduct any sale of all or any part of the Pledged Equity Interests conducted without registering registration or qualifying such Pledged Interests qualification under the Securities Act of 1933, as amended (the “Securities Act”), and/or any applicable and such state securities laws in effect at laws, to limit purchasers to any one or more persons who will represent and agree, among other things, to acquire such timePledged Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Equity Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Equity Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Equity Interests to more than one offeree.

Private Sales. (a) Each Pledgor recognizes that Subject to compliance with Gaming Laws, upon the Administrative Agent may be compelled, at any time after the ------------- occurrence and during the continuance of an Event of DefaultDefault under the Loan and Security Agreement, to conduct whether or not any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests Collateral has been effectively registered under the Securities Act of 1933, as amended (amended, or other applicable laws, Secured Party may, in its sole and absolute discretion, sell all or any part of the “Securities Act”), and/or any applicable state securities laws in effect Pledged Collateral at such time. Each Pledgor acknowledges that any such private sales may be made sale in such manner and under such circumstances as the Administrative Agent Secured Party may deem necessary or advisable in its sole order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and absolute discretionnegotiate with a limited number of potential purchasers, including and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own accounts for investment and not with a view to the distribution or resale thereof. In the event that any of the Pledged Collateral is sold at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (includingprivate sale, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, Grantor agrees that any such if the Pledged Collateral is sold for a price which Secured Party in good faith believes to be reasonable, then (A) the sale shall not be deemed to be commercially unreasonable by reason of price, (B) Grantor shall not be entitled to have been made a credit against the Obligations in a commercially reasonable manner solely because it was conducted as a private salean amount in excess of the purchase price, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and (C) Secured Party shall not have incur any liability or responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsGrantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for Pledged Securities which are not regularly traded on a recognized securities exchange or in another recognized market, and that a sale by Secured Party of any such Pledged Securities for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be realized if commercially reasonable in view of the sale were deferred until after such registrationdifficulties that may be encountered in attempting to sell a large amount of Pledged Securities or Pledged Securities that are privately traded. Each Pledgor To the maximum extent permitted by law, Grantor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that because the price at which any Pledged Interests Collateral may have been sold at any such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligationssale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereeas may be commercially reasonable.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, to conduct any sale of all or any part of the Pledged Interests Equity that constitutes Collateral without registering or qualifying such Pledged Interests Equity under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and/or any applicable state securities laws in effect at such time. Each Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms that CHAR1\1838878v4 might be less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Pledged Interests Equity that constitutes Collateral for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsEquity that constitutes Collateral, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests Equity may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests Equity to more than one offeree.

Private Sales. (a) Each The Pledgor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock pledged to it hereunder by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act of 1933, as amended (the “"Securities Act”"), and/or any and other applicable state securities laws in effect at such timelaws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each The Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of such Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Agent accepts agrees that any sale of the first offer received Stock pledged to it hereunder shall be made in a commercially reasonable manner, and does the Pledgor agrees to use its best efforts to cause the issuer or issuers of such Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent may be compelled, at any time after Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, to conduct whether or not any sale of all or any part of the Pledged Interests without registering or qualifying such Pledged Interests Collateral has been effectively registered under the Securities Act of 1933, as amended (amended, or other applicable laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of the “Securities Act”), and/or any applicable state securities laws in effect Pledged Collateral at such time. Each Pledgor acknowledges that any such private sales may be made sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative Agent may (i) approach and absolute discretionnegotiate with a limited number of potential purchasers, including and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any of the Pledged Collateral is sold at prices and on terms that might be less favorable than those obtainable through a public sale without such restrictions (includingprivate sale, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, each Grantor agrees that any if the Pledged Collateral is sold for a price which Administrative Agent in good faith believes to be reasonable, then, (A) the sale shall be deemed to be commercially reasonable in all respects, (B) such sale Grantor shall not be deemed not entitled to have been made a credit against the Obligations in a commercially reasonable manner solely because it was conducted as a private salean amount in excess of the purchase price, and agrees that the (C) Administrative Agent shall have no obligation not incur any liability or responsibility to conduct any public sales and no obligation to delay the sale of any Pledged Interests for the period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged InterestsGrantor in connection therewith, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained realized at a public sale. Grantors recognize that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange or in another recognized market, and that a sale or was by Administrative Agent of any such Pledged Collateral for an amount substantially less than a pro rata share of the aggregate fair market value of such Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Interests to more than one offereeCollateral or Pledged Collateral that is privately traded.

Private Sales. (a) Each Pledgor recognizes The Grantors recognize that the Administrative Collateral Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part the Stock by reason of the Pledged Interests without registering or qualifying such Pledged Interests under certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Grantors agree that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative manner. The Collateral Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Stock for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative issuer would agree to do so. Subject to the foregoing, the Collateral Agent accepts agrees that any sale of the first offer received Stock shall be made in a commercially reasonable manner, and does the Grantors agree to use their best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Grantors’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Grantors further agree to use their best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Collateral Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes that the Administrative Agent Bank may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Securities by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges agrees that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the Administrative Agent manner. Bank shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Securities for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts issuer would agree to do so. Subject to the first offer received foregoing, Bank agrees that any sale of the Securities shall be made in a commercially reasonable manner, and does Pledgor agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors (or other analogous persons) and officers of such issuer to execute and deliver, all at Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Bank, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of Bank, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which Bank shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor recognizes The Pledgors recognize that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of all or any part other disposition of the Pledged Interests without registering or qualifying such Pledged Interests under Securities by reason of certain prohibitions contained in the Securities Act Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of 1933, as amended (the “Securities Act”), and/or any applicable state securities laws in effect at such timepurchasers. Each Pledgor acknowledges The Pledgors agree that any such private sales may be made in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable to the seller than those obtainable through a if sold at public sale without sales and that such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such sale private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the manner. The Administrative Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any Pledged Interests of the Securities for the period of time necessary to permit its registration the issuer of such securities to register such securities for public sale under the Securities Act and Act, or such other federal banking or other applicable state securities laws, and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Pledged Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the issuer would agree to do so. Subject to the foregoing, the Administrative Agent accepts agrees that any sale of the first offer received Securities shall be made in a commercially reasonable manner, and does the Pledgors agree to use their reasonable efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgors’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgors further agree to use their reasonable efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Administrative Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not offer such Pledged Interests to more than one offereebe audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Private Sales. (a) Each Pledgor Grantor recognizes that the Administrative Agent may be compelled, at any time after the occurrence and during the continuance of an Event of Default, unable to conduct any effect a public sale of any or all or any part of the Pledged Interests without registering or qualifying such Pledged Interests under Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and/or any and applicable state securities laws in effect at or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such timesecurities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor Grantor acknowledges and agrees that any such private sales sale may be made result in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on other terms that might be less favorable than those obtainable through if such sale were a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed not to have been made in a commercially reasonable manner solely because it was conducted as a private sale, and agrees that the manner. The Administrative Agent shall have no obligation to conduct any public sales and be under no obligation to delay the a sale of any of the Pledged Interests Stock for the period of time necessary to permit its registration the Issuer thereof to register such securities for public sale under the Securities Act and Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and shall not have binding and in compliance with any responsibility or liability as and all other applicable Requirements of Law. Each Grantor further agrees that a result of its election so not to conduct any such public sales or delay the sale breach of any Pledged Interests, notwithstanding of the possibility that a substantially higher price might be realized if the sale were deferred until after such registration. Each Pledgor hereby waives any claims against covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent or any other Secured Party arising by reason of the fact that the price at which any Pledged Interests may have been sold at any private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of and the Secured ObligationsParties, even if that the Administrative Agent accepts and the first offer received Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and does every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not offer to assert any defenses against an action for specific performance of such Pledged Interests to more than one offereecovenants except for a defense that no Event of Default has occurred under the Credit Agreement.