Common use of Private Sale Clause in Contracts

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Secured Party Administrative Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Pledged Shares or any of the securities constituting Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Administrative Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the seller than if such sale were a public sale the prices and each Debtor agrees other terms that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral Administrative Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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. Each Pledgor further acknowledges and binding and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew York (to the extent that such offer may be advertised without prior registration under the Securities Act), ordersor (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale or salesmay not constitute a “public offering” under the Securities Act, all at and the Administrative Agent may, in such Debtor’s expense. Each Debtor further agrees that a breach of any of event, bid for the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingPledged Collateral.

Private Sale. Each Debtor recognizes Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Secured Party Collateral Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Pledged Shares or any of the securities constituting Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Collateral Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the seller than if such sale were a public sale the prices and each Debtor agrees other terms that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of the Obligationsforegoing, even if the Secured Party accepts the first offer received agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and does not offer that the Collateral Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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. Each Pledgor further acknowledges and binding and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew York (to the extent that such offer may be advertised without prior registration under the Securities Act), ordersor (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale or salesmay not constitute a “public offering” under the Securities Act, all at and the Collateral Agent may, in such Debtor’s expense. Each Debtor further agrees that a breach of any of event, bid for the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingPledged Collateral.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party Collateral Agent may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party the Collateral Agent to engage in any such private sales or dispositions under such circumstances. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Collateral Agent shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party the Collateral Agent conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Collateral Agent or any Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured PartyParties, that the Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against DebtorsDebtors by Collateral Agent of behalf of each Secured Party, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Secured Party Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any or all part of the Pledged Shares or any of the securities constituting Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Administrative Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and on other terms less favorable than the prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral Administrative Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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 binding and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933, ordersas amended (the “Securities Act”)), writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale or salesmay not constitute a “public offering” under the Securities Act, all at and the Administrative Agent may, in such Debtor’s expense. Each Debtor further agrees that a breach of any of event, bid for the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingPledged Collateral.

Private Sale. Each Debtor The Grantor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor The Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor the Grantor agrees that it is not commercially unreasonable for the Secured Party to engage in any such private sales or dispositions under such circumstances. The Grantor agrees that it would not be commercially unreasonable for the Secured Party to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Secured Party may sell the Collateral without giving any warranties as to the Collateral. The Secured Party may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor the Grantor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors the Grantor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor the Grantor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor The Secured Party may sell the Collateral without giving any warranties as to the Collateral. The Secured Party may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Grantor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtorthe Grantor’s expense. Each Debtor The Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtorsthe Grantor, and each Debtor the Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. The Grantor further agrees not to exercise any and all rights of subrogation it may have against a Pledged Entity upon the sale or disposition of all or any portion of the Pledged Collateral by the Secured Party pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 4.12.

Private Sale. Each Debtor Upon the occurrence of an Event of Default and during the continuation thereof, Pledgor recognizes that the Secured Party Collateral Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Collateral Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the seller than if such sale were a public sale the prices and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price other terms which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of the Obligationsforegoing, even if the Secured Party accepts the first offer received agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and does not offer that the Collateral Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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. Pledgor further acknowledges and binding and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), ordersor (ii) made privately in the manner described above, writsshall be deemed to involve a “public sale” under the UCC, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any holder of the covenants contained Notes may, in this Section 4.8 will cause irreparable injury such event, bid for the purchase of such Pledged Collateral, in each case except to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingextent limited or prohibited by applicable law.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such CollateralCollateral unless it does so in violation of the rights of GPB, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Grantor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor such Grantor agrees that it is not commercially unreasonable for the Secured Party to engage in any such private sales or dispositions under such circumstances. Each Grantor agrees that it would not be commercially unreasonable for the Secured Party to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Secured Party may sell the Collateral without giving any warranties as to the Collateral. The Secured Party may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor any Grantor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors such Grantor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor Grantor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. The Secured Party may sell the Collateral without giving any warranties as to the Collateral. The Secured Party may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Debtor Grantor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such DebtorGrantor’s expense. Each Debtor Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtorssuch Grantor, and each Debtor Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. Each Grantor further agrees not to exercise any and all rights of subrogation it may have against a Pledged Entity upon the sale or disposition of all or any portion of the Pledged Collateral by the Secured Party pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 4.12.

Private Sale. Each Debtor recognizes Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Secured Party Collateral Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Collateral Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the seller than if such sale were a public sale the prices and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price other terms which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of the Obligationsforegoing, even if the Secured Party accepts the first offer received agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and does not offer that the Collateral Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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. Each Pledgor further acknowledges and binding and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), ordersor (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale or salesmay not constitute a “public offering” under the Securities Act of 1933, all at and the Collateral Agent may, in such Debtor’s expense. Each Debtor further agrees that a breach of any of event, bid for the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingPledged Collateral.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if the Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that the Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against the Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party Collateral Agent may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party the Collateral Agent to engage in any such private sales or dispositions under such circumstances. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Collateral Agent shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party the Collateral Agent conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Collateral Agent or any Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured PartyParties, that the Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against DebtorsDebtors by Collateral Agent of behalf of each Secured Party, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party Collateral Agent may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party the Collateral Agent to engage in any such private sales or dispositions under such circumstances. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Collateral Agent shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party the Collateral Agent conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Collateral Agent or any Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured PartyParties, that the Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against DebtorsDebtors by Collateral Agent of behalf of each Secured Party, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes The Pledgors recognize that the Secured Party Corporate Trustee may be unable to effect a public sale of any or all of the Collateral consisting of securities Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities lawslaws or otherwise, but and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obliged to agree, among other things, to acquire such Collateral securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges The Pledgors acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees and, notwithstanding such circumstances, agree that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Corporate Trustee shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit a Debtor any Issuer to register such Collateral securities for public sale under the Securities Act, or under applicable state securities laws, even if Debtors such Issuer would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor Pledgor further agrees to use its best efforts to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any portion or all of any such Collateral the Pledged Stock pursuant to this subsection valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expenseLaw. Each Debtor Pledgor further agrees that a breach of any of the covenants contained in this Section 4.8 subsection will cause irreparable injury to the Trustees and the Secured PartyParties, that the Trustees and the Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 subsection shall be specifically enforceable against Debtorssuch Pledgor, and each Debtor such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event Notice of Default has occurred and Enforcement is continuingeffective under the Trust Agreement.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s 's expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default or Triggering Event has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s 's expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Grantor recognizes that the Secured Party Lenders may be unable to effect a public sale of any or all of the Collateral consisting of securities Pledged Equity, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities lawslaws or otherwise, but and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obliged to agree, among other things, to acquire such Collateral securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Lenders shall be under no obligation to delay a sale of any of the Collateral Pledged Equity for the period of time necessary to permit a Debtor the Issuer thereof to register such Collateral securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if Debtors such Issuer would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a Each Grantor agrees to use its commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees efforts to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any portion or all of any such Collateral the Pledged Equity pursuant to this Section 6.7 valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expenselaw. Each Debtor Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 6.7 will cause irreparable injury to the Secured PartyLenders, that the Secured Party has Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 6.7 shall be specifically enforceable against Debtorssuch Grantor, and each Debtor such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingunder the Facility Agreement.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Debtor's expense, provided that Debtor shall be under no obligation to take any action to enable any or all of such Debtor’s expenseCollateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against DebtorsDebtor, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Company recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor The Company acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor the Company to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors the Company would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor the Company hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor The Company further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtorthe Company’s expense, provided that the Company shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor The Company further agrees that a breach of any of the covenants contained in this Section 4.8 4.5 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.5 shall be specifically enforceable against Debtorsthe Company, and each Debtor the Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Secured Party Administrative Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Pledged Equity or any of the securities constituting Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Administrative Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the seller than if such sale were a public sale the prices and each Debtor agrees other terms that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral Administrative Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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 or modified, the “Securities Act”) or under applicable state securities laws. Each Pledgor further acknowledges and binding and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew York (to the extent that such offer may be advertised without prior registration under the Securities Act), ordersor (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach any holder of any of the covenants contained Secured Obligations may, in this Section 4.8 will cause irreparable injury to such event, bid for the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingPledged Collateral.

Private Sale. Each Debtor recognizes Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Secured Party Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any or all part of the Pledged Shares or any of the securities constituting Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Administrative Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor Pledgor acknowledges and agrees that any such private sale may result in be at prices and on other terms less favorable than the prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of foregoing, agrees that such private sale shall not be deemed for such reason to have been made in a commercially unreasonable manner and that the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral Administrative Agent shall have no obligation to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such delay sale or sales of any portion or all of any such Pledged Collateral valid 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 binding and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in compliance with any and all applicable lawsa newspaper or other publication of general circulation in the financial community of New York, regulationsNew 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 Uniform Commercial Code, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any notwithstanding that such sale or salesmay not constitute a “public offering” under the Securities Act, all at and the Administrative Agent may, in such Debtor’s expense. Each Debtor further agrees that a breach of any of event, bid for the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingPledged Collateral.

Private Sale. Each Debtor The Company recognizes that the Secured Party Agent may be unable to effect a public sale of any or all of the Pledged Collateral consisting of securities and Pledged Investment Property, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state or foreign securities lawslaws or otherwise, but or may be compelled to otherwise determine that a public sale is impracticable, not desirable or not commercially reasonable, and, accordingly, and may resort to one or more private sales thereof to a restricted group of purchasers who that will be obliged to agree, among other things, to acquire such Collateral securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor The Company acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Pledged Collateral or Pledged Investment Property for the period of time necessary to permit a Debtor the Issuer thereof to register such Collateral securities or other interests for public sale under the Securities Act, or under applicable state or foreign securities laws, even if Debtors such Issuer would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a Company agrees to use its commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees efforts to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any portion or all of any such the Pledged Collateral and Pledged Investment Property pursuant to this Section 6.7 and Section 6.10 hereof valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expenseApplicable Law. Each Debtor The Company further agrees that a breach of any of the covenants contained in this Section 4.8 herein will cause irreparable injury to Agent and the other Secured PartyParties, that Agent and the other Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 herein shall be specifically enforceable against Debtorsthe Company (except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally), and each Debtor the Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event covenants. Until all of Default has occurred the Secured Obligations are Paid in Full, the Company postpones until such date any and is continuingall rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral and Pledged Investment Property by Agent.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as the Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor does hereby and herewith agree that upon an Event of Default, the Secured Party at its option may acquire full, unencumbered title to the Collateral. As a result of the foregoing and by acknowledgement, contract and agreement, each Debtor contracts and agrees that it shall not now or in the future claim that the Collateral is worth more than the loan amounts under the Notes, the Purchase Agreement and any contemplated future financings with the Debtors or make any claim against the Secured Party or Purchasers for usury, et cetera if an Event of Default occurs if the Debtor fails or refuses to pay any and all amounts due to the Purchasers. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgor recognizes that the Secured Party Collateral Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Pledged Shares or any of the securities constituting Pledged Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Collateral Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees The Pledgor hereby waives any claims against the Collateral Agent arising by reason that any such private sale may result shall not have been made in prices a commercially reasonable manner and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party the Collateral Agent shall be under have no obligation to delay a sale of any such Pledged Collateral for the period of the Collateral time necessary to permit a Debtor the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the ActSecurities Act or qualify such Pledged Collateral for sale under the applicable Law as in force from time to time in the relevant province or territory of Canada. 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 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 UCC and the PPSA, as applicable, notwithstanding that such sale may not constitute a “public offering” under the Securities Act or the applicable state securities laws, even if Debtors would agree Law as in force from time to do so. The Secured Party shall not incur any liability as a result time in the relevant province or territory of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable mannerCanada, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at Agent may, in such a private sale was less than event, bid for the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect purchase of such breach andPledged Collateral. XXXXXXXXX WORLD INDUSTRIES, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.INC. AMENDED AND RESTATED CANADIAN PLEDGE AGREEMENT

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s 's expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Pledgor recognizes that the Secured Party Collateral Agent may be unable to effect a public sale of any or all of the Collateral consisting of securities Pledged Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities lawslaws or otherwise, but and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obliged to agree, among other things, to acquire such Collateral securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit a Debtor the Issuer thereof to register such Collateral securities for public sale under the Securities Act, or under applicable state securities laws, even if Debtors the Issuer would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral Pledgor agrees to more than one offeree. Each Debtor further agrees use its best efforts to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any portion or all of any such Collateral the Pledged Stock pursuant to this Section 5.4 valid and binding and in compliance with any and all other applicable laws, regulations, orders, writs, injunctions, decrees or awards Requirements of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expenseLaw. Each Debtor The Pledgor further agrees that a breach of any of the covenants contained in this Section 4.8 5.4 will cause irreparable injury to the Secured PartyCollateral Agent, that the Secured Party Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 5.4 shall be specifically enforceable against Debtorsthe Pledgor, and each Debtor the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingunder the Credit Agreement.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for the Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as the Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party or any Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured Party, that the Secured Party has have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against DebtorsDebtors by the Secured Party of behalf of each Secured Party, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Grantor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor Grantor agrees that it is not commercially unreasonable for the Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor Grantor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors any Grantors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor Grantor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor Grantor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such DebtorGrantor’s expense. Each Debtor Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured PartyParty and the Lenders, that the Secured Party has and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtorsthe Grantors, and each Debtor Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default or Triggering Event has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), Agent and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Lender shall not incur any liability as a result of the sale of any such the Collateral, or any part thereof, at any private sale provided for in this Agreement pursuant to Section 7(d) hereof conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and so long as Secured Party conducts such sale that are not customarily sold in a commercially reasonable manner each Debtor recognized market. Pledgor hereby waives any claims against the Secured Party Agent or Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Pledgor Obligations, even if the Secured Party Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further The Uniform Commercial Code states that the Agent and Lender are able to purchase the Pledged Interests only if they are sold at a public sale. Agent has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Uniform Commercial Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Uniform Commercial Code permits Pledgor to agree on the standards for determining whether Agent has complied with its obligations under Article 9 of the Uniform Commercial Code. Pursuant to the Uniform Commercial Code, Pledgor specifically agrees (x) that it shall not raise any objection to Agent or Lender’s purchase of the Pledged Interests (through bidding on the Pledgor Obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in such No-Action Letters (i) shall be considered to be a “public” sale for purposes of the Uniform Commercial Code; (ii) will be considered commercially reasonable notwithstanding that Agent has not registered or sought to register the Pledged Interests under the Securities Laws, even if Pledgor or Mortgage Borrower agrees to do or cause pay all costs of the registration process; and (iii) shall be considered to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all commercially reasonable notwithstanding that Agent and/or Lender purchases the Pledged Interests at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingsale.

Private Sale. Each Debtor The Assignor recognizes that the Secured Party Assignee may be ------------ unable to effect a public sale of any or all the Collateral by reason of the lack of a ready market for the Collateral, of the limited number of potential buyers of the Collateral consisting of securities by reason or of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but federal banking laws, and other applicable laws, and that the Assignee may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Each Debtor acknowledges and The Assignor agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale sales and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancesshall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Assignee shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale of any of the Collateral for the period of time necessary to permit a Debtor to register the registration of such Collateral securities for public sale under the Act, or under Securities Act of 1933 and applicable state securities laws, even if Debtors would agree to do so. Any such sale of all or a portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale where the Assignee or any other person or entity may be the purchaser of all or part of the Assigned Interests so sold. The Secured Party Assignor agrees that to the extent notice of sale shall not be required by law, at least ten (10) Business Days prior notice to the Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Subject to the foregoing, the Assignee agrees that any sale of the Assigned Interests shall be made in a commercially reasonable manner. The Assignee shall incur any no liability as a result of the sale of any such of the Collateral, or any part thereof, at any private sale provided for in which complies with the requirements of this Agreement conducted in a commercially reasonable manner(S)6.4. The Assignor hereby waives, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives to the extent permitted by applicable law, any claims against the Secured Party Assignee arising by reason of the fact that the price at which any of the Collateral Collateral, or any part thereof, may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Secured Party Assignee accepts the first offer received deemed by the Assignee in good faith deemed to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will shall be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors such Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Panther Security Agreement Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that the Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against the Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party Parties may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for the Secured Party Parties to engage in any such private sales or dispositions under such circumstances. The Secured Party Parties shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Parties shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as the Secured Party conducts Parties conduct such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts Parties accept the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured PartyParties, that the Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against DebtorsDebtors by the Secured Parties, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may not be unable able to effect a public sale of any the Collateral, by reasons of law, or all of the Collateral consisting of securities by reason of certain prohibitions contained the determination, in the Securities Act discretion, of 1933, as amended (the “Act”)Secured Party, and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, Securities Act (Alberta) or under any other applicable provincial or state securities lawslaws (collectively, the "Act"), even if Debtors Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Debtor's expense, provided, that Debtor shall be under no obligation to take any action to enable any or all of such Debtor’s expenseCollateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 6.3 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 6.3 shall be specifically enforceable against DebtorsDebtor, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be ------------ unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is any such sale shall not be deemed to have been made in a commercially unreasonable for Secured Party to engage in any such manner by reason of its being conducted as a private sales or dispositions under such circumstancessale. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Debtor's expense, provided that Debtor shall be under no obligation to take any action to enable -------- any or all of such Debtor’s expenseCollateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against DebtorsDebtor, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants covenants, except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Company recognizes that the Secured Party Pledgees or the Agent on behalf of the 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 Pledged Collateral) a public sale of any all or all part of the Pledged Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and The Company agrees (a) that any such private sale may result in be at prices and other on terms that are less favorable to the seller than if such sale were a sold at public sale sales and each Debtor agrees (b) that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancesshall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under Company agrees that the Agent and the Pledgees have no obligation to delay a sale of any Pledged Collateral for the period of the Collateral time necessary to permit a Debtor the Issuer to register such the Pledged Collateral for public sale under the Securities Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Agent and/or the Pledgees or any of them acting with or without the others shall not incur any liability as a result of have the sale of any such Collateral, right to purchase all or any part thereof, of the Pledged Collateral at any public or private sale provided for and in this Agreement conducted in a commercially reasonable mannereach case make payment therefor by any means, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims whether by credit against the Secured Party arising by reason of Obligations or otherwise. If the fact that Agent or the price at which Pledgees propose to sell the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Pledged Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable lawseither the Agent, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained Pledgees or any affiliate of the Agent or any Pledgee (an “Affiliated Purchaser”), the Agent shall advise the Company in this Section 4.8 will cause irreparable injury writing as to the Secured Partyterms of sale and the Company shall have five (5) business days to provide the Agent with evidence that it has received a better offer, that accompanied by the Secured Party has no adequate remedy at law in respect terms of such breach the better offer and payment or reasonable evidence of payment. Upon receipt of the better offer, the Agent shall so notify the Affiliated Purchaser and the Affiliated Purchaser shall have five (5) business days to match the better offer, and, as a consequenceif they do not match the better offer by the expiration of the five (5) day period, agrees that each and every covenant contained in this Section 4.8 the Agent shall be specifically enforceable against Debtorssell the Pledged Collateral to the party making the better offer. If such party does not purchase the Pledged Collateral on the terms of the better offer within five (5) business days after the second five (5) day period, and each Debtor hereby waives and agrees not the Agent may sell the Pledged Collateral to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingthe Affiliated Purchaser on the initial terms on which the Affiliated Purchaser initially proposed to purchase the Pledged Collateral.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Debtor's expense, provided that Debtor shall be under no obligation to take any action to enable any or all of such Debtor’s expenseCollateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against DebtorsDebtor, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.to

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach by any Debtor of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Such Obligor recognizes that the Secured Party may be unable to effect a public sale of any or all of the its Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Such Obligor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the its Collateral to permit a Debtor such Obligor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors such Obligor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor Obligor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the its Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the its Collateral to more than one offeree. Each Debtor Such Obligor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such of its Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such DebtorObligor’s expense, provided that such Obligor shall be under no obligation to take any action to enable any or all of its Collateral to be registered under the provisions of the Act. Each Debtor Such Obligor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtorssuch Obligor, and each Debtor such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Assignor recognizes that the Secured Party Assignee may be unable ------------ to effect a public sale of any or all the Collateral by reason of the lack of a ready market for the Collateral, of the limited number of potential buyers of the Collateral consisting of securities by reason or of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but federal banking laws, and other applicable laws, and that the Assignee may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Each Debtor acknowledges and The Assignor agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale sales and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancesshall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Assignee shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale of any of the Collateral for the period of time necessary to permit a Debtor to register the registration of such Collateral securities for public sale under the Act, or under Securities Act of 1933 and applicable state securities laws, even if Debtors would agree to do so. Any such sale of all or a portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale where the Assignee or any other person or entity may be the purchaser of all or part of the Assigned Interests so sold. The Secured Party Assignor agrees that to the extent notice of sale shall not be required by law, at least ten (10) Business Days prior notice to the Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Subject to the foregoing, the Assignee agrees that any sale of the Assigned Interests shall be made in a commercially reasonable manner. The Assignee shall incur any no liability as a result of the sale of any such of the Collateral, or any part thereof, at any private sale provided for in which complies with the requirements of this Agreement conducted in a commercially reasonable manner(S)6.4. The Assignor hereby waives, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives to the extent permitted by applicable law, any claims against the Secured Party Assignee arising by reason of the fact that the price at which any of the Collateral Collateral, or any part thereof, may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Secured Party Assignee accepts the first offer received deemed by the Assignee in good faith deemed to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), Agent and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Lender shall not incur any liability as a result of the sale of any such the Collateral, or any part thereof, at any private sale provided for in this Agreement pursuant to Section 7(d) hereof conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and so long as Secured Party conducts such sale that are not customarily sold in a commercially reasonable manner each Debtor recognized market. Pledgor hereby waives any claims against the Secured Party Agent or Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Pledgor Obligations, even if the Secured Party Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further The Uniform Commercial Code states that the Agent and Lender are able to purchase the Pledged Interests only if they are sold at a public sale. Agent has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Uniform Commercial Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Uniform Commercial Code permits Pledgor to agree on the standards for determining whether Agent has complied with its obligations under Article 9 of the Uniform Commercial Code. Pursuant to the Uniform Commercial Code, Pledgor specifically agrees (x) that it shall not raise any objection to Agent or Lender’s purchase of the Pledged Interests (through bidding on the Pledgor Obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in such No-Action Letters (i) shall be considered to be a “public” sale for purposes of the Uniform Commercial Code; (ii) will be considered commercially reasonable notwithstanding that Agent has not registered or sought to register the Pledged Interests under the Securities Laws, even if Pledgor or Senior Mezzanine Borrower agrees to do or cause pay all costs of the registration process; and (iii) shall be considered to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all commercially reasonable notwithstanding that Agent and/or Lender purchases the Pledged Interests at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingsale.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”” ), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will shall be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors such Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that the Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against the Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Grantor recognizes that the Secured Party Agent may be unable to effect a public sale of any or all of the Pledged Collateral consisting of securities and Pledged Investment Property, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state or foreign securities lawslaws or otherwise, but or may be compelled to otherwise determine that a public sale is impracticable, not desirable or not commercially reasonable, and, accordingly, and may resort to one or more private sales thereof to a restricted group of purchasers who that will be obliged to agree, among other things, to acquire such Collateral securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Pledged Collateral or Pledged Investment Property for the period of time necessary to permit a Debtor the Issuer thereof to register such Collateral securities or other interests for public sale under the Securities Act, or under applicable state or foreign securities laws, even if Debtors such Issuer would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a Each Grantor agrees to use its commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees efforts to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any portion or all of any such the Pledged Collateral and Pledged Investment Property pursuant to this Section 6.7 and Section 6.11 hereof valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expenseApplicable Law. Each Debtor Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 herein will cause irreparable injury to Agent and the other Secured PartyParties, that Agent and the other Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 herein shall be specifically enforceable against Debtorssuch Grantor (except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally), and each Debtor such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event covenants. Until all of Default has occurred the Secured Obligations and is continuingall of the Guaranteed Obligations are Paid in Full, each Grantor postpones until such date any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral and Pledged Investment Property by Agent.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as the Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor does hereby and herewith agree that upon an Event of Default, the Secured Party at its option may acquire full, unencumbered title to the Collateral. As a result of the foregoing and by acknowledgement, contract and agreement, each Debtor contracts and agrees that it shall not now or in the future claim that the Collateral is worth more than the loan amounts under the Note, the Purchase Agreement and any contemplated future financings with the Debtors or make any claim against the Secured Party for usury, et cetera if an Event of Default occurs if the Debtor fails or refuses to pay any and all amounts due to the Secured Party. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each The Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each The Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a the Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors the Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each the Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each The Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtor's expense, provided that the Debtor shall be under no obligation to take any action to enable any or all of such Debtor’s expenseCollateral to be registered under the provisions of the Act. Each The Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtorsthe Debtor, and each the Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Grantor recognizes that the Secured Party Agent may be unable to effect a public sale of any or all of the Pledged Collateral consisting of securities and Pledged Investment Property, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state or foreign securities lawslaws or otherwise, but or may be compelled to otherwise determine that a public sale is impracticable, not desirable or not commercially reasonable, and, accordingly, and may resort to one or more private sales thereof to a restricted group of purchasers who that will be obliged to agree, among other things, to acquire such Collateral securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Pledged Collateral or Pledged Investment Property for the period of time necessary to permit a Debtor the Issuer thereof to register such Collateral securities or other interests for public sale under the Securities Act, or under applicable state or foreign securities laws, even if Debtors such Issuer would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a Each Grantor agrees to use its commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees efforts to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of all or any portion or all of any such the Pledged Collateral and Pledged Investment Property pursuant to this Section 6.7 and Section 6.10 hereof valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expenseApplicable Law. Each Debtor Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 herein will cause irreparable injury to Agent and the other Secured PartyParties, that Agent and the other Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 herein shall be specifically enforceable against Debtorssuch Grantor (except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally), and each Debtor such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event covenants. Until all of Default has occurred the Secured Obligations and is continuingall of the Guaranteed Obligations are Paid in Full, each Grantor postpones until such date any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral and Pledged Investment Property by Agent.

Private Sale. Each Debtor Borrower recognizes that the Secured Party Lenders may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party Lenders shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor Borrower to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Borrower would agree to do so. The Secured Party Lenders shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor Borrower hereby waives any claims against any of the Secured Party Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if any of the Secured Party Lenders accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor Borrower further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s Borrower's expense. Each Debtor Borrower further agrees that a breach of any of the covenants contained in this Section 4.8 section will cause irreparable injury to the Secured PartyLenders, that any of the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.Lenders has

Private Sale. Each Debtor Upon the happening of any Event of Default, the Borrower recognizes that the Secured Party Collateral Agent may be unable deem it impracticable to effect a public sale of all or any or all part of the Bond Collateral consisting of securities by reason of certain prohibitions contained in and that the Securities Act of 1933Collateral Agent may, as amended (the “Act”)therefore, and applicable state securities laws, but may be compelled determine to resort to make one or more private sales thereof of any such Bond Collateral to a purchaser or restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such Bond Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor The Borrower acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the seller than if such sale were a public sale the prices and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price other terms which might have been obtained at a public sale or was less than and, notwithstanding the aggregate amount of the Obligationsforegoing, even if the Secured Party accepts the first offer received agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and does not offer that the Collateral Agent shall have no obligation to more than one offeree. Each Debtor further agrees sell such Bond Collateral at public sale notwithstanding the fact that a registration for public sale has been obtained pursuant to do subsection (b) hereof or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over delay any such sale or sales, all at for the period of time necessary to permit the Borrower to obtain such Debtor’s expenseregistration. Each Debtor The Borrower further acknowledges and agrees that any offer to sell such Bond Collateral which has been (i) publicly advertised on a breach bona fide basis in a newspaper or other publication of any general circulation in the financial community of the covenants contained in this Section 4.8 will cause irreparable injury New York, New York or such other jurisdiction as Collateral Agent may determine to be appropriate (to the Secured Partyextent 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 Uniform Commercial Code, notwithstanding that such sale may not constitute a “public offering” under the Secured Party has no adequate remedy at law Securities Act, and the Collateral Agent may, in respect such event, bid for the purchase of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuingBond Collateral.

Private Sale. Each Debtor recognizes that the Secured Party Collateral Agent may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party the Collateral Agent to engage in any such private sales or dispositions under such circumstances. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party Collateral Agent shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party the Collateral Agent conducts such sale in a commercially reasonable manner manner, each Debtor hereby waives any claims against the Collateral Agent or any Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured PartyParties, that the Secured Party has Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against DebtorsDebtors by Collateral Agent of behalf of each Secured Party, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws as in effect from time to time, the Agent may be compelled, with respect to any sale of all or any part of the Collateral conducted without registration or qualification under the Securities Act and such state securities laws, but may be compelled to resort limit purchasers to any one or more private sales thereof to a restricted group of purchasers Persons who will be obliged to represent and agree, among other things, to acquire such Collateral for their own account account, for investment and not with a view to the distribution or resale thereof. Each Debtor The Pledgor acknowledges that any such private sales may be made in such manner and under such circumstances as the Agent may deem necessary or advisable in its sole and absolute discretion, including at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale may result shall be deemed to have been made in prices a commercially reasonable manner and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party the Agent shall have no obligation to engage in conduct any such private public sales or dispositions under such circumstances. The Secured Party shall be under and no obligation to delay a the sale of any Collateral for the period of the Collateral time necessary to permit a Debtor to register such Collateral its registration for public sale under the Act, or under Securities Act and applicable state securities laws, even if Debtors would agree to do so. The Secured Party and shall not incur have any responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any such Collateral, or any part thereof, at any private notwithstanding the possibility that a substantially higher price might be realized if the sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts were deferred until after such sale in a commercially reasonable manner each Debtor registration. The Pledgor hereby waives any claims against the Secured Party Agent or any Lender arising by reason of the fact that the price at which the any Collateral may have been sold at such a any private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable ------------ to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is any such sale shall not be deemed to have been made in a commercially unreasonable for Secured Party to engage in any such manner by reason of its being conducted as a private sales or dispositions under such circumstancessale. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Debtor's expense, provided that Debtor shall be under no obligation to take any action to enable any or all of such Debtor’s expenseCollateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against DebtorsDebtor, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants covenants, except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s’s expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor Grantor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor Grantor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor Grantor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors Grantors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor Grantor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor Grantor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, Applicable Law and all orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such DebtorGrantor’s expense. Each Debtor Grantor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured PartyParty and the Lenders, that the Secured Party has and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against DebtorsGrantors, and each Debtor Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Borrower recognizes that the Secured Party Holder may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act lack of 1933, as amended (a ready market for the “Act”), Collateral and applicable state securities laws, but that the Holder may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Each Debtor acknowledges and The Borrower agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale sales and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. Any such sale of all or dispositions under such circumstancesa portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale where the Holder or any other person or entity may be the purchaser of all or part of the Collateral so sold. The Secured Party Borrower agrees that to the extent notice of sale shall be under no obligation required by law, at least ten (10) Business Days prior notice to delay a the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Subject to the foregoing, the Holder agrees that any sale of any of the Collateral to permit shall be made in a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do socommercially reasonable manner. The Secured Party Holder shall not incur any liability as a result of the sale of any such of the Collateral, or any part thereof, at any private sale provided for in which complies with the requirements of this Agreement conducted in a commercially reasonable mannerSection 5.3. The Borrower hereby waives, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives to the extent permitted by applicable law, any claims against the Secured Party Holder arising by reason of the fact that the price at which any of the Collateral Collateral, or any part thereof, may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Secured Party Holder accepts the first offer received deemed by the Holder in good faith to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor The Assignor recognizes that the Secured Party Assignee may be unable ------------ to effect a public sale of any or all the Collateral by reason of the lack of a ready market for the Collateral, of the limited number of potential buyers of the Collateral consisting of securities by reason or of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but federal banking laws, and other applicable laws, and that the Assignee may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereofpurchasers. Each Debtor acknowledges and The Assignor agrees that any such private sale sales may result in be at prices and other terms less favorable to the seller than if such sale were a sold at public sale sales and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancesshall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party Assignee shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale of any of the Collateral for the period of time necessary to permit a Debtor to register the registration of such Collateral securities for public sale under the Act, or under Securities Act of 1933 and applicable state securities laws, even if Debtors would agree to do so. Any such sale of all or a portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale where the Assignee or any other person or entity may be the purchaser of all or part of the Assigned Interests so sold. The Secured Party Assignor agrees that at least ten (10) Business Days prior written notice to the Assignor of the time and place of any public sale or the time after which any private sale is to be made shall not constitute reasonable notification. Subject to the foregoing, the Assignee agrees that any sale of the Assigned Interests shall be made in a commercially reasonable manner. The Assignee shall incur any no liability as a result of the sale of any such of the Collateral, or any part thereof, at any private sale provided for in which complies with the requirements of this Agreement conducted in a commercially reasonable manner(S)6.4. The Assignor hereby waives, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives to the extent permitted by applicable law, any claims against the Secured Party Assignee arising by reason of the fact that the price at which any of the Collateral Collateral, or any part thereof, may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Secured Party Assignee accepts the first offer received deemed by the Assignee in good faith deemed to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will shall be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a any Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors such Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors expense, provided that such Debtor’s expenseDebtor shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 4.7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 4.7 shall be specifically enforceable against Debtorssuch Debtor, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “"Act”"), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s 's expense, provided that Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will shall be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor and, notwithstanding such circumstances, agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstancessale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors such Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the ObligationsLiabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that the Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against the Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.