Common use of Private Sales Clause in Contracts

Private Sales. (a) The Pledgor recognizes that the Secured Party may be unable to effect a public sale of the Pledged Notes, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such sale shall not render such sale commercially unreasonable. The Secured Party shall be under no obligation to delay a sale of the Pledged Notes for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes Pledgors recognize that the Secured Party Collateral Agent may be ------------- unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, amended (the "Securities Act") and applicable state securities laws or otherwise, and may be --------------- compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges Pledgors each acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor Issuer would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Pledgee may be unable to effect a public sale of any or all the Pledged NotesShares, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, 1933 (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Pledgee shall be under no obligation to delay a sale of any of the Pledged Notes Shares for the period of time necessary to permit the Pledgor Pledged Shares to register such securities be registered for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Pledged NotesInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale conducted in accordance with the Code or other applicable law shall not render such sale be deemed to have been made in a commercially unreasonableunreasonable manner solely by virtue of being a private sale. The Secured Party shall be under no obligation to delay a sale of any of the Pledged Notes Interests for the period of time necessary to permit the Issuers or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Issuers or Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Administrative Agent may be unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor Issuers would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Administrative Agent may be unable to effect a public sale of any or all the Pledged NotesInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Notes Interests for the period of time necessary to permit the Pledgor an Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor such Issuer would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all the Pledged NotesIssuer Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees agree that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Pledged Notes Issuer Interests for the period of time necessary to permit the Pledgor Issuer to reorganize and/or register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor Issuer would agree to do so.

Private Sales. (a) The Property Owner and Pledgor recognizes recognize that the Secured Party Lender may be unable to effect a public sale of any or all the Pledged NotesInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, amended and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Property Owner and Pledgor acknowledges acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Lender shall be under no obligation to delay a sale of any of the Pledged Notes Interests for the period of time necessary to permit the Pledgor Property Owner to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Pledgor Borrower would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Administrative Agent may be unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor such Issuer would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Agent may be unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities Exchange Act of 1933, as amended, 1934 and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor Issuer would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party M&I may be unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party M&I shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor such Issuer would agree to do so.

Private Sales. (a) The Holdings and Pledgor recognizes recognize that the Secured Party Lender may be unable to effect a public sale of any or all the Pledged NotesInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, amended and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Holdings and Pledgor acknowledges acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Lender shall be under no obligation to delay a sale of any of the Pledged Notes Interests for the period of time necessary to permit the Pledgor Holdings to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Pledgor Borrower would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Pledged NotesInterests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonableunreasonable manner solely by virtue of being a private sale. The Secured Party shall be under no obligation to delay a sale of any of the Pledged Notes Interests for the period of time necessary to permit the applicable PropCos or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the such PropCo or Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Pledgee may be unable to effect a public sale of any or all the Pledged NotesShares, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, 1933 (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Pledgee shall be under no obligation to delay a sale of any of 5 the Pledged Notes Shares for the period of time necessary to permit the Pledgor Pledged Shares to register such securities be registered for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Agent may be unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, 1933 (the "Securities Act") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor Borrower would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Agent may be unable to effect a public sale of any or all the Pledged NotesStock, by reason of certain prohibitions contained in the Securities and Exchange Act of 1933, as amended, 1934 and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonablereasonable manner. The Secured Party Agent shall be under no obligation to delay a sale of any of the Pledged Notes Stock for the period of time necessary to permit the Pledgor Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor Issuer would agree to do so.

Private Sales. (a) The Pledgor recognizes that the Secured Party Trustee may be unable to effect a public sale of any or all of the Pledged Notes, Company Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Trustee than if such sale were a public sale and, notwithstanding such circumstances, agrees that the private nature of any such private sale shall not render such sale be deemed to have been made in a commercially unreasonableunreasonable manner solely by virtue of being a private sale. The Secured Party Trustee shall be under no obligation to delay a sale of any of the Pledged Notes Company Interests for the period of time necessary to permit the Pledgor Pledged Entity to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if the Pledgor Pledged Entity would agree to do so.