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9 <br />considered to adversely affect the commercial reasonableness of any sale of the <br />Collateral. Lender may sell the Collateral without giving any warranties as to the <br />Collateral. Lender may specifically disclaim any warranties of title or the like. The <br />foregoing will not be considered to adversely affect the commercial reasonableness of <br />any sale of the Collateral. If Lender sells any of the Collateral upon credit, Pledgor will <br />be credited only with payments actually made by the purchaser, received by Pledgor and <br />applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for <br />the Collateral, Lender may resell the Collateral and Pledgor shall be credited with the <br />proceeds of the resale. In the event that Lender purchases any of the Collateral being <br />sold, Lender may pay for the Collateral by crediting some or all of the Obligations. <br /> <br /> (e) The rights, powers, privileges and remedies of Lender under this <br />Agreement are cumulative and shall be in addition to all rights, powers, privileges and <br />remedies available to Lender at law or in equity. All such rights, powers and remedies <br />shall be cumulative and may be exercised successively or concurrently without impairing <br />the rights of Lender hereunder. <br /> <br /> 9. Private Sales. Pledgor recognizes that Lender may be unable to effect a <br />public sale of any or all of the Pledged Interests, by reason of certain prohibitions <br />contained in the Securities Act of 1933, as amended, and applicable state securities laws <br />or otherwise, and may be compelled to resort to one or more private sales thereof to a <br />restricted group of purchasers which will be obliged to agree, among other things, to <br />acquire such securities for their own account for investment and not with a view to the <br />distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale <br />may result in process and other terms less favorable to Lender than if such sale were a <br />public sale and, notwithstanding such circumstances, agrees that any such private sale <br />shall not be deemed to have been made in a commercially unreasonable manner solely by <br />virtue of being a private sale. Lender shall be under no obligation to delay any sale of any <br />of the Pledged Interests for the period of time necessary to permit the Company or <br />Pledgor to register such securities for public sale under the Securities Act of 1933, as <br />amended, or under applicable state securities laws, even if the Company or Pledgor <br />would agree to do so. <br /> <br /> (a) Lender may, in its sole and absolute discretion, sell all of the Pledged <br />Interests or part thereof by private sale in such manner and under such circumstances as <br />Lender may deem necessary or advisable in order that such sale may legally be effected <br />without registration pursuant to the Securities Act of 1933 or any other Federal, state or <br />local law governing the offering or sale of securities, provided that at least ten (10) days' <br />prior written notice of the time and place of any such sale shall be given to Pledgor. <br />Without limiting the generality of the foregoing, in any such event Lender, in its sole and <br />absolute discretion (i) may proceed to make such private sale notwithstanding that a <br />registration statement for the purpose of registering the Pledged Membership Units or <br />Interests or part thereof shall not have been filed or shall not have become effective under <br />such Securities Act, (ii) may approach and negotiate with a single potential purchaser to <br />effect such sale, and (iii) may restrict such sale to a purchaser who will represent and <br />agree that such purchaser is purchasing for its own account, for investment, and not with <br />73