Common use of Non-Public Sale Clause in Contracts

Non-Public Sale. If at any time when the Lender shall --------------- determine to exercise its right to sell all or any of the Pledged Stock and other securities pursuant to Section 5.2, such Pledged Stock and other securities or the part thereof to be sold shall not for any reason be effectively registered under the Securities Act of 1933, as then in effect, the Lender may, in its sole discretion, sell such Pledged Stock and other securities or part thereof by private sale in such manner and under such circumstances as the Lender may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Lender, in its sole discretion (a) may proceed to make such private sale notwithstanding that a registration statement registering any such Pledged Stock shall have been filed under such Securities Act, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, and (c) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such Pledged Stock and who will satisfy such other conditions as at such time may be required for lawful non-public sale. In the event of any such sale, the Lender shall incur no responsibility or liability for selling all or any part of the Pledged Stock at a price which the Lender, in its sole discretion, may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration.

Non-Public Sale. If at any time when the Lender Pledgees shall --------------- determine elect to exercise its their right to sell all or any of the Pledged Stock and other securities Securities pursuant to Section 5.27 of this Agreement, such the Pledged Stock and other securities Securities, or the part thereof to be sold sold, shall not for any reason be effectively registered under the Securities Act of 1933Acts, as then in effect, the Lender Pledgees may, in its their sole and absolute discretion, sell such the Pledged Stock and other securities Securities or part thereof by private sale in such manner and under such circumstances as the Lender Pledgees may deem necessary or advisable in order that such sale may legally be effected legally without such applicable registration. Without limiting the generality of the foregoing, in any such event the LenderPledgees, in its their sole and absolute discretion (a) may proceed to make such the private sale notwithstanding that a registration statement for the purpose of registering any such the Pledged Stock Securities shall have been filed under such the Securities ActActs, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, the sale and (c) may restrict such the sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such the Pledged Stock Securities and who will satisfy such other conditions as that at such the time are or may be required for a lawful non-public sale or are reasonably requested by Pledgees. Any sale complying with the foregoing shall be deemed to have been conducted in a commercially reasonable manner, but the foregoing shall not be considered minimum requirements for a commercially reasonable sale. In the event of any such non-public sale, the Lender Pledgees shall incur no responsibility or liability for selling all or any part of the Pledged Stock Securities at a price which the Lender, that Pledgees may in its sole discretion, may good faith deem reasonable under the circumstances, notwithstanding the possibility xxxxxxxxxty that a substantially higher price might be realized if the sale were deferred until after registrationregistration as aforesaid.

Non-Public Sale. If at any time when the Lender shall --------------- determine to exercise its right Pledgee determines to sell all or any of the Pledged Stock and other securities Collateral pursuant to Section 5.2, such 8 and the Pledged Stock and other securities Collateral (or the part thereof to be sold shall sold) has not for any reason be effectively registered under the Securities Act of 1933, as then in effect, or any similar Federal or state law relating to the Lender registration and sale of securities ("Securities Laws"), Pledgee may, in its sole discretion, sell such the Pledged Stock and other securities Collateral or part thereof by through a private sale in such manner and under such circumstances as the Lender Pledgee may deem necessary or advisable in order that such sale the Pledged Collateral may legally be effected lawfully sold without such registrationbeing registered under the Securities Laws. Without limiting the generality of the foregoing, in any such event the LenderPledgee, in its sole discretion discretion, may (a) may proceed to make such private sale notwithstanding that sell the Pledged Collateral or any part thereof through a non-public sale, whether or not a registration statement registering any concerning such Pledged Stock Collateral shall have been filed under such the Securities ActLaws, (b) may approach and negotiate with as few as one possible purchaser to effect such salepurchaser, and (c) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such Pledged Stock Collateral and who will satisfy satisfies such other conditions as at such that time may be required in order for Pledgee to conduct a lawful non-public salesale of such Pledged Collateral. In the event of any such non-public sale, the Lender shall incur no responsibility or liability for selling Pledgee will be authorized to sell all or any part of the Pledged Stock Collateral at a price which the Lenderthat Pledgee, in its sole discretion, may deem deems reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registrationregistration under the Securities Laws.

Non-Public Sale. If at any time when the Lender Pledgees shall --------------- determine elect to exercise its their right to sell all or any of the Pledged Stock and other securities Securities pursuant to Section 5.27 of this Agreement, such the Pledged Stock and other securities Securities, or the part thereof to be sold shall not for any reason be effectively registered under the Securities Act of 1933sold, as then in effect, the Lender Pledgees may, in its their sole and absolute discretion, sell such the Pledged Stock and other securities Securities or part thereof by private sale in such manner and under such circumstances as the Lender Pledgees may deem necessary or advisable in order that such sale may legally be effected legally without such applicable registration. Without limiting the generality of the foregoing, in any such event the LenderPledgees, in its their sole and absolute discretion (a) may proceed to make such the private sale notwithstanding that a registration statement for the purpose of registering any such the Pledged Stock Securities shall have been filed under such the Securities ActActs, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, the sale and (c) may restrict such the sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such the Pledged Stock Securities and who will satisfy such other conditions as that at such the time are or may be required for a lawful non-public sale or are reasonably requested by Pledgees. Any sale complying with the foregoing shall be deemed to have been conducted in a commercially reasonable manner, but the foregoing shall not be considered minimum requirements for a commercially reasonable sale. In the event of any such non-public sale, the Lender Pledgees shall incur no responsibility or liability for selling all or any part of the Pledged Stock Securities at a price which the Lender, that Pledgees may in its sole discretion, may deem good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registrationregistration as aforesaid.

Non-Public Sale. If at any time when the Lender Pledgee shall --------------- determine elect to exercise its right to sell all or any of the Pledged Stock and other securities Securities pursuant to Section 5.27 of this Agreement, such the Pledged Stock and other securities Securities, or the part thereof to be sold shall not for any reason be effectively registered under the Securities Act of 1933sold, as then in effect, the Lender Pledgee may, in its sole and absolute discretion, sell such the Pledged Stock and other securities Securities or part thereof by private sale in such manner and under such circumstances as the Lender Pledgee may deem necessary or advisable in order that such sale may legally be effected legally without such applicable registration. Without limiting the generality of the foregoing, in any such event the LenderPledgee, in its sole and absolute discretion (a) may proceed to make such the private sale notwithstanding that a registration statement for the purpose of registering any such the Pledged Stock Securities shall have been filed under such the Securities ActActs, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, the sale and (c) may restrict such the sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such the Pledged Stock Securities and who will satisfy such other conditions as that at such the time are or may be required for a lawful non-public sale or are reasonably requested by Pledgee. Any sale complying with the foregoing shall be deemed to have been conducted in a commercially reasonable manner, but the foregoing shall not be considered minimum requirements for a commercially reasonable sale. In the event of any such non-public sale, the Lender Pledgee shall incur no responsibility or liability for selling all or any part of the Pledged Stock securities at a price which the Lender, that Pledgee may in its sole discretion, may deem good fxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registrationregistration as aforesaid.

Non-Public Sale. If at any time when the Lender Pledgee shall --------------- determine elect to exercise its right to sell all or any of the Pledged Stock and other securities Securities pursuant to Section 5.27 of this Agreement, such the Pledged Stock and other securities Securities, or the part thereof to be sold shall not for any reason be effectively registered under the Securities Act of 1933sold, as then in effect, the Lender Pledgee may, in its sole and absolute discretion, sell such the Pledged Stock and other securities Securities or part thereof by private sale in such manner and under such circumstances as the Lender Pledgee may deem necessary or advisable in order that such sale may legally be effected legally without such applicable registration. Without limiting the generality of the foregoing, in any such event the LenderPledgee, in its sole and absolute discretion (a) may proceed to make such the private sale notwithstanding that a registration statement for the purpose of registering any such the Pledged Stock Securities shall have been filed under such the Securities ActActs, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, the sale and (c) may restrict such the sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such the Pledged Stock Securities and who will satisfy such other conditions as that at such the time are or may be required for a lawful non-public sale or are reasonably requested by Pledgee. Any sale complying with the foregoing shall be deemed to have been conducted in a commercially reasonable manner, but the foregoing shall not be considered minimum requirements for a commercially reasonable sale. In the event of any such non-public sale, the Lender Pledgee shall incur no responsibility or liability for selling all or any part of the Pledged Stock securities at a price which the Lender, that Pledgee may in its sole discretion, may deem good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registrationregistration as aforesaid.

Non-Public Sale. If at any time when the Lender Secured Party shall --------------- determine to exercise its right to sell all or any of the Pledged Stock and other securities pursuant to Section 5.25.1, such Pledged Stock and other securities or the part thereof to be sold shall not for any reason be effectively registered under the Securities Act of 1933, as then in effect, the Lender Secured Party may, in its sole discretion, sell such Pledged Stock and other securities or part thereof by private sale in such manner and under such circumstances as the Lender Secured Party may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the LenderSecured Party, in its sole discretion (a) may proceed to make such private sale notwithstanding that a registration statement registering any such Pledged Stock shall have been filed under such Securities Act, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, and (c) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such Pledged Stock and who will satisfy such other conditions as at such time may be required for lawful non-public nonpublic sale. In the event of any such sale, the Lender Secured Party shall incur no responsibility or liability for selling all or any part of the Pledged Stock at a price which the LenderSecured Party, in its sole discretion, may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration.

Non-Public Sale. If at any time when the Lender shall --------------- determine to exercise its right to sell all or any of the Pledged Stock and other securities pursuant to Section 5.2, such Pledged Stock and other securities or the part thereof to be sold shall not for any reason be effectively registered under the Securities Act of 1933, as then in effect, the Lender may, in its sole discretion, sell such Pledged Stock and other securities or part thereof by private sale in such manner and under such circumstances as the Lender may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Lender, in its sole discretion (a) may proceed to make such private sale notwithstanding that a registration statement registering any such Pledged Stock shall have been filed under such Securities Act, (b) may approach and negotiate with as few as one possible purchaser to effect such sale, and (c) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of any such Pledged Stock and who will satisfy such other conditions as at such time may be required for lawful non-public sale. In the event of any such sale, the Lender shall incur no responsibility or liability for selling all or any part of the Pledged Stock at a price which the Lender, in its sole discretion, may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration.