Common use of Private Sale of Collateral Clause in Contracts

Private Sale of Collateral. Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the Collateral to a restricted group of purchasers. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of the Collateral for the period of time necessary to permit their registration for public sale under the Securities Act of 1933, as amended (the “Securities Act”), to the extent, if any, that it is applicable thereto. Pledgor further acknowledges and agrees that any offer to sell the Collateral which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange County, California (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not fewer than fifteen (15) bona fide offerees shall be deemed to involve a “public sale” for the purposes of Section 409.504(4)(a) of the UCC (or any successor or similar, applicable statutory provision), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Secured Party may, in such event, bid for the purchase of such Collateral.

Private Sale of Collateral. Pledgor recognizes that Secured Party may deem it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the any such Collateral to a restricted group of purchaserspurchasers who will be obligated 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. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales sale shall be deemed to have been made in a commercially reasonable reasonably manner and that Secured Party shall have no obligation to delay sale of the Collateral any such securities for the period of time necessary to permit their registration Pledgor to register such Collateral for public sale under the Securities Act of 1933, as amended (the “"Securities Act”"), to the extent, if any, that it is applicable thereto. Pledgor further acknowledges and agrees that any offer to sell the such Collateral which has been (ai) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange CountyNew York, California New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (bii) made privately in the manner described above to not fewer less than fifteen (15) bona fide offerees shall be deemed to involve a “"public sale” " for the purposes of Section 409.504(4)(a9-504(c) of the UCC Code (or any successor or similar, applicable statutory provision)) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, Act and that Secured Party may, in such event, bid for the purchase of such Collateral.

Private Sale of Collateral. Pledgor recognizes that Secured Party may deem it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the any such Collateral to a restricted group of purchaserspurchasers who will be obligated 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. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales sale shall be deemed to have been made in a commercially reasonable reasonably manner and that Secured Party shall have no obligation to delay sale of the Collateral any such securities for the period of time necessary to permit their registration Pledgor to register such Collateral for public sale under the Securities Act of 1933, as amended (the “Securities Act”), to the extent, if any, that it is applicable thereto. Pledgor further acknowledges and agrees that any offer to sell the such Collateral which has been (ai) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange CountyNew York, California New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (bii) made privately in the manner described above to not fewer less than fifteen (15) bona fide offerees shall be deemed to involve a “public sale” for the purposes of Section 409.504(4)(a) 9-610 of the UCC Code (or any successor or similar, applicable statutory provision)) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, Act and that Secured Party may, in such event, bid for the purchase of such Collateral.

Private Sale of Collateral. Pledgor recognizes that Secured Party may deem it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the any such Collateral to a restricted group of purchaserspurchasers who will be obligated 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. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales sale shall be deemed to have been made in a commercially reasonable reasonably manner and that Secured Party shall have no obligation to delay sale of the Collateral any such Interests for the period of time necessary to permit their registration Pledgor to register such Collateral for public sale under the Securities Act of 1933, as amended (the “"Securities Act”"), to the extent, if any, that it is applicable thereto. Pledgor further acknowledges and agrees that any offer to sell the such Collateral which has been (ai) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange CountyNew York, California New York and Dallas, Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (bii) made privately in the manner described above to not fewer less than fifteen (15) bona fide offerees shall be deemed to involve a “public "Public sale” " for the purposes of Section 409.504(4)(a9-504(c) of the UCC Code (or any successor or similar, applicable statutory provision)) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, Act and that Secured Party on behalf of the Lender Group may, in such event, bid for the purchase of such Collateral.

Private Sale of Collateral. Pledgor recognizes that Secured Party may deem it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the any such Collateral to a restricted group of purchaserspurchasers who will be obligated 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. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales sale shall be deemed to have been made in a commercially reasonable reasonably manner and that Secured Party shall have no obligation to delay sale of the Collateral any such securities for the period of time necessary to permit their registration Pledgor to register such Collateral for public sale under the Securities Act of 1933, as amended (the “"Securities Act”"), to the extent, if any, that it is applicable thereto. Pledgor further acknowledges and agrees that any offer to sell the such Collateral which has been (ai) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange CountyHouston, California Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Actsecurities act), or (bii) made privately in the manner described above to not fewer less than fifteen (15) bona fide offerees shall be deemed to involve a “"public sale” " for the purposes of Section 409.504(4)(a9-504(c) of the UCC code (or any successor or similar, applicable statutory provision)) as then in effect in the state of texas, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, Act and that Secured Party or any lender may, in such event, bid for the purchase of such Collateral.

Private Sale of Collateral. Pledgor recognizes that Secured Party may deem it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the any such Collateral to a restricted group of purchaserspurchasers who will be obligated 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. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales sale shall be deemed to have been made in a commercially reasonable reasonably manner and that Secured Party shall have no obligation to delay sale of the Collateral any such securities for the period of time necessary to permit their registration Pledgor to register such Collateral for public sale under the Securities Act of 1933, as amended (the “"Securities Act”"), to the extent, if any, that it is applicable thereto. Pledgor further acknowledges and agrees that any offer to sell the such Collateral which has been (ai) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange CountyHouston, California Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (bii) made privately in the manner described above to not fewer less than fifteen (15) bona fide offerees shall be deemed to involve a “"public sale” " for the purposes of Section 409.504(4)(a9-504(c) of the UCC Code (or any successor or similar, applicable statutory provision)) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act, Act and that Secured Party or any Lender may, in such event, bid for the purchase of such Collateral.