Common use of Private Sale Clause in Contracts

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Inventory or any of the securities Equity Interests constituting Pledged the Collateral and that the Administrative Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Collateral collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Pledgee shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, as amended, and the Administrative Agent Pledgee may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New YorkCharlotte, New York North Carolina (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933) or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933, as amended (the “Securities Act”)), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above, shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent or any Investor may, in such event, bid for the purchase of such Pledged Collateral, in each case except to the extent limited or prohibited by applicable law.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner solely as a result of the fact that such sale was conducted privately, as opposed to publicly, and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative 8 138 Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Chicago, Illinois (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not be deemed to have been made in a be not commercially reasonable manner solely because it was conducted as a private sale and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Charlotte, North Carolina (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares Equity Interests or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) or made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Agent Lenders may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent Lenders may, therefore, determine to make one or more private sales of any such the Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such the Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Lenders shall have no obligation to delay sale of any such the Pledged Collateral for the period of time necessary to permit the issuer of such the Pledged Collateral to register such the Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such the Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent Lenders may, in such event, bid for the purchase of such the Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or certificates constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities or certificates to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities or certificates for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral securities or certificates for the period of time necessary to permit the issuer Issuer of such Pledged Collateral securities or certificates to register such Pledged Collateral securities or certificates for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities or certificates.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Equity Interests or any of the securities constituting Pledged the Collateral and that the Administrative Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Pledgee shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, as amended, and the Administrative Agent Pledgee may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Charlotte, North Carolina or New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) shall be deemed to involve a “public sale” under the UCC), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereofDefault, the Pledgors recognize Pledgor recognizes that the Administrative Agent Purchaser may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent Purchaser may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agreerepresent, among other things, to acquire such Pledged Collateral for their own account, for investment purposes and not with a view to the distribution or resale thereof. Each The Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Purchaser shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent Purchaser may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or other equity interests constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not, by reason of being such a private sale, be deemed not to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933, as amended (the “Securities Act”)) shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon Subject to necessary approvals from the applicable Gaming Authorities and upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Bond Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Bond Collateral to a purchaser or restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Bond Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to sell such Bond Collateral at public sale notwithstanding the fact that a registration for public sale has been obtained pursuant to subsection (c) hereof or to delay sale of any such Pledged Collateral sale for the period of time necessary to permit the issuer of Pledgor to obtain such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsregistration. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Bond Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Chicago, Illinois (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Bond Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent Lender may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent Lender may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Lender shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933, as amended), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, as amended, and the Administrative Agent Lender may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence and during the continuance of an Event of Default and during the continuation thereofDefault, the Pledgors recognize Pledgor recognizes that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral Company to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral Capital Stock and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral Capital Stock to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral Capital Stock 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral Capital Stock for the period of time necessary to permit the issuer of such Pledged Collateral Capital Stock to register such Pledged Collateral Capital Stock for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that Capital Stock which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged CollateralCapital Stock.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each The Pledgor acknowledges and agrees hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner and agrees that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”) or qualify such Pledged Collateral for sale under the applicable state securities lawsLaw as in force from time to time in the relevant province or territory of Canada. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCCUCC and the PPSA, as applicable, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged CHAR1\887016v3 Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon After the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, after the occurrence and during the continuation of an Event of Default, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable for the Collateral Agent to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine direct the Collateral Agent to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Agents shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative either Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933) or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above, shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral, in each case except to the extent limited or prohibited by applicable law.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933, as amended), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralas amended.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares Shares, Pledged Membership Interests and/or Pledged Partnership Interests or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such the price received in a private sale, in and of itself, shall not constitute grounds that the sale shall be deemed to have been was made in a commercially reasonable manner and unreasonable manner. Furthermore, the Pledgor acknowledges that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Philadelphia, Pennsylvania (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or other equity interests constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Agent Pledgee may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities or certificates constituting Pledged Collateral and that the Administrative Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Collateral securities or certificates to a restricted 6 group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities or certificates 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Pledgee shall have no obligation to delay sale of any such Pledged Collateral securities or certificates for the period of time necessary to permit the issuer of such Pledged Collateral securities or certificates to register such Pledged Collateral securities or certificates for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent Pledgee may, in such event, bid for the purchase of such Pledged Collateralsecurities or certificates.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which - might have been obtained - at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Charlotte, North Carolina or New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, subject to Sections 9(f) and 9(g), the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New Yorkthat, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) notice of sale shall be deemed required by Law, at least ten days’ prior notice to involve a “such Pledgor of the time and place or any public sale” under sale or the UCCtime after which any private sale is to be made shall constitute reasonable notification, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the . The Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Domestic Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Domestic Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Domestic Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933, as amended (the “Securities Act) shall be deemed to involve a “public sale” under the UCC”)), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Domestic Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the The Pledgors recognize that the Administrative Agent may be unable or deem it ------------ impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not be deemed to have been made in a be not commercially reasonable manner solely because it was conducted as a private sale and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon Subject to necessary approvals from the applicable Gaming Authorities and upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended (the “Securities Act”). Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Collateral Agent or any holder of Secured Obligations may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Each Pledgor recognizes that the Administrative Agent Pledgees may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Equity Interests or any of the securities constituting Pledged the Collateral and that the Administrative Agent Pledgees may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Pledgees shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, as amended, and the Administrative Agent Pledgees may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, to the extent permitted by applicable law, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation continuance thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, to the extent permitted by applicable law, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsAct. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not be deemed for such reason to have been made in a commercially reasonable unreasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall not be deemed to have been made in a be not commercially reasonable manner solely because it was conducted as a private sale and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Canadian Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Canadian Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable favourable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Canadian Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act (Ontario), as now enacted or as the same may from time to time be amended, re-enacted or replaced (the “Securities Act”) or under other applicable state provincial, territorial and federal securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New YorkOttawa, New York Ontario (to the extent that such offer may be advertised without prior registration under the Securities Act) shall be deemed to involve a “public sale” under the UCC), notwithstanding that such sale may not constitute a “public offeringdistribution to the public” under the Securities Act, and the Canadian Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and ------------- during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) or made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct ), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct , and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence and during the continuance of an Event of Default and during the continuation thereofDefault, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize Pledgor recognizes that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each The Pledgor acknowledges and agrees hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner and agrees that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or qualify such Pledged Collateral for sale under the applicable state securities lawsLaw as in force from time to time in the relevant province or territory of Canada. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has XXXXXXXXX WORLD INDUSTRIES, INC. AMENDED AND RESTATED CANADIAN PLEDGE AGREEMENT been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCCUCC and the PPSA, as applicable, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct or the applicable Law as in force from time to time in the relevant province or territory of Canada, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the The Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares Capital Stock or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the ------------ continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees hereby waives any claims against the Collateral Agent arising by reason that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to not have been made in a commercially reasonable manner solely as a result of the fact that such sale was conducted privately, as opposed to publicly, and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize The Pledgor recognizes that the Administrative Agent Pledgee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares Company Assets or any of the securities Equity Interests constituting Pledged the Collateral and that the Administrative Agent Pledgee may, therefore, determine to make one or more private sales of any such Pledged Collateral collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent Pledgee shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsof 1933, as amended. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities ActAct of 1933, as amended, and the Administrative Agent Pledgee may, in such event, bid for the purchase of such Pledged Collateralsecurities.

Private Sale. Upon the occurrence of an Event of Default and during the continuation continuance thereof, the Pledgors recognize that the Administrative Collateral Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities lawsof 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities ActAct of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “"public sale” " under the UCC, notwithstanding that such sale may not constitute a “"public offering” " under the Securities ActAct of 1933, and the Administrative Collateral Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933, as amended (the “Securities Act”)), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize The Pledgor recognizes that the Administrative Agent Pledgees may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of Equity Interests constituting the securities constituting Pledged Collateral and that the Administrative Agent Pledgees may, therefore, determine to make one or more private sales of any such Pledged Collateral collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities 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 sale may be at prices and on other terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and and, assuming that the Administrative Agent private sale is being made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), that the Pledgees shall have no obligation to delay sale of any such Pledged Collateral securities for the period of time necessary to permit the issuer of such Pledged Collateral securities to register such Pledged Collateral securities for public sale under the Securities Act or under applicable state securities lawsAct. Each The Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that securities which has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation made privately in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent Pledgees may, in such event, bid for the purchase of such Pledged Collateralsecurities.