Common use of Private Sales Clause in Contracts

Private Sales. (a) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit Tower Mortgage Borrower or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity Securities, 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity Securities for the period of time necessary to permit Tower Mortgage Pledgor or Sixth Mezzanine Borrower or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Pledgor or Sixth Mezzanine Borrower or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit Tower Garage Mortgage Borrower or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Garage Mortgage Borrower or Pledgor would agree to do so.

Private Sales. (a) Pledgor Borrower recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit Tower Mortgage Borrower or Pledgor Borrower to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower or Pledgor Borrower would agree to do so.

Private Sales. (ab) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity Securities, 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity Company Interests for the period of time necessary to permit Tower Mortgage Borrower the Pledged Entity or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower the Pledged Entity or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Mezzanine Lender Pledgee may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender Pledgee than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender Pledgee shall be under no obligation to delay a sale of any of the Pledged Equity Company Interests for the period of time necessary to permit Tower Mortgage Borrower Pledged Entity or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower Pledged Entity or Pledgor would agree to do so.. 11 Pledge and Security Agreement

Private Sales. (a) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity Company Interests for the period of time necessary to permit Tower Mortgage Borrower or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Mezzanine Lender Pledgee may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender Pledgee than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender Pledgee shall be under no obligation to delay a sale of any of the Pledged Equity Company Interests for the period of time necessary to permit Tower Mortgage Borrower Pledged Entity or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower Pledged Entity or Pledgor would agree to do so.

Private Sales. (a) Pledgor a)Borrower recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit Tower Mortgage Borrower or Pledgor Borrower to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage Borrower or Pledgor Borrower would agree to do so.

Private Sales. (a) Pledgor Borrower recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Equity 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. Pledgor Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit Tower Mortgage any Issuer or Borrower or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Tower Mortgage any Issuer or Borrower or Pledgor would agree to do so.