Common use of Private Sales Clause in Contracts

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With To the extent permitted by any applicable law, with respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture membership interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, upon the occurrence and during the continuance of an Event of Default, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent Lender may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor Borrower agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors Borrowers shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent shall not incur any liability or responsibility to the Grantors any Borrower in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor Borrower recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's ’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale pursuant to this Section 15 in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private salesale pursuant to this Section 15, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect Subject to any Collateral consisting compliance with Gaming Laws, upon the occurrence and during the continuance of securitiesan Event of Default under the Indenture, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each the Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Collateral Agent in good faith believes to be reasonable, then then, (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) the Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each The Grantor recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's such Interest Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether Whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, 1933 or other applicable laws, the Collateral Agent Bank may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Bank may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manneradvisable. Without limiting the foregoing, the Collateral Agent Bank may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Bank in good faith believe to be reasonable, then (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Bank shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent Bank of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of ------------- securities, partnership interests, limited liability company membership interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each the Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lenders shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each The Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale pursuant to this Section 15 in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private salesale pursuant to this Section 15, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations Notes in an amount in excess of the purchase price, and (B) the Collateral Agent shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of ------------- securities, partnership interests, limited liability company membership interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) none of the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lenders shall not incur any liability or responsibility to the Grantors any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent Lender may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent Lender may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent Lender may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lender shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent Lender of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect Subject to any Collateral consisting compliance with Gaming Laws, upon the occurrence and during the continuance of securitiesan Event of Default under the Credit Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then (A) the Grantors sale shall not be deemed to be commercially unreasonable by reason of price, (B) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is Pledged Securities which are not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Collateral Pledged Securities for an amount substantially less than a pro rata share of the fair market value of the issuer's ’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral Pledged Securities or Collateral Pledged Securities that is are privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether Whether or not any of such Collateral has been effectively ------------- registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor Pledgor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors such Pledgor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lenders shall not incur any liability or responsibility to the Grantors such Pledgor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor Pledgor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuerany Pledged Entity's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether Whether or not any of such Collateral has been effectively ------------- registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor Pledgor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors such Pledgor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lenders shall not incur any liability or responsibility to the Grantors such Pledgor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor Pledgor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuerIssuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting Upon the occurrence and during the continuance of securitiesan Event of Default under the Loan Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then then, (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) such Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes Grantors recognize that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuersuch Issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, discretion sell all or any part of such Collateral at private sale pursuant to this Section 15 in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private salesale pursuant to this Section 15, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations Notes in an amount in excess of the purchase price, and (B) the Collateral Agent shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent Bank may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent Bank may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent Bank may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Bank shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent Bank of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect Subject to any Collateral consisting compliance with Gaming Laws, upon the ------------- occurrence and during the continuance of securitiesan Event of Default under the Loan and Security Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account accounts for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then (A) the Grantors sale shall not be deemed to be commercially unreasonable by reason of price, (B) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is Pledged Securities which are not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Collateral Pledged Securities for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral Pledged Securities or Collateral Pledged Securities that is are privately traded. To the maximum extent permitted by law, Grantor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, as may be commercially reasonable.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's ’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether Whether or not any of such the Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent Grantee may, in its sole and absolute discretion, sell all or any part of such the Collateral at private sale in such manner and under such circumstances as the Collateral Agent Grantee may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Grantee may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such the Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Collateral is sold for a price which is commercially Grantee in good faith believes to be reasonable, then (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Grantee shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchangeCollateral, and that a sale by the Collateral Agent Grantee of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately tradedthe Collateral.

Private Sales. With respect Subject to any Collateral consisting compliance with Gaming Laws, upon the occurrence and during the continuance of securitiesan Event of Default under the Indenture, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Collateral Agent in good faith believes to be reasonable, then then, (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) such Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's such Interest Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting Upon the occurrence and during the continuance of securitiesan Event of Default, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (ia) approach and negotiate with a limited number of potential purchasers, and (iib) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then (A1) the Grantors sale shall be deemed to be commercially reasonable in all respects, (2) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B3) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect Subject to any Collateral consisting compliance with Gaming Laws, upon the occurrence and during the continuance of securitiesan Event of Default under the Credit Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then then, (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) such Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's such Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale pursuant to this Section 15 in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private salesale pursuant to this Section 15, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company membership interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, subject to the Collateral Agent Subordination Agreement, the Lender may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent Lender may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent Lender may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors such Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) neither the Collateral Agent Lender nor the Lenders shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent Lender of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's ’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting Upon the occurrence and during the continuance ------------- of securitiesan Event of Default under the Loan Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then then, (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuersuch Issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such Collateral is sold for a price which is commercially reasonable, then (A) the Grantors Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lenders shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting Upon the occurrence and during the continuance of securitiesan Event of Default, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for in a price sale which is otherwise commercially reasonable, then (A) the Grantors Grantor owning the same shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is Pledged Securities which are not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Collateral Pledged Securities for an amount substantially less than a pro rata share of the fair market value of the issuer's ’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral Pledged Securities or Collateral Pledged Securities that is are privately traded.

Private Sales. With respect to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether Whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, 1933 or other applicable laws, the Collateral Administrative Agent may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Administrative Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manneradvisable. Without limiting the foregoing, the Collateral Administrative Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor Borrower agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially the Administrative Agent in good faith believe to be reasonable, then (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) Borrower shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Administrative Agent shall not incur any liability or responsibility to the Grantors Borrower in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor Borrower recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchange, and that a sale by the Collateral Administrative Agent of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting Upon the occurrence and during the continuance of securitiesan Event of Default under the Credit Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Collateral Administrative Agent may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Administrative Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Administrative Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Administrative Agent in good faith believes to be reasonable, then then, (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) such Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Administrative Agent shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes Grantors recognize that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Administrative Agent of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's such Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Pledged Collateral or Pledged Collateral that is privately traded.

Private Sales. With respect Subject to any Collateral consisting of securities, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsSubordination Agreement, the Collateral Agent Lender may, in its sole and absolute discretion, sell all or any part of such the Collateral at private sale in such manner and under such circumstances as the Collateral Agent Lender may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable manner. Without limiting the foregoing, the Collateral Agent Lender may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor the Pledgor agrees to the extent permitted by applicable law that if such the Collateral is sold for a price which is commercially reasonable, then (A) the Grantors Pledgor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (B) the Collateral Agent Lender shall not incur any liability or responsibility to the Grantors Pledgor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor The Pledgor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchangeCollateral, and that a sale by the Collateral Agent Lender of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's ’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.

Private Sales. With respect to any Collateral consisting Upon the occurrence and during the continuance of securitiesan Event of Default under the Loan Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws ("Registered Collateral"), the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private or public sale in any such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerpermitted by law. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral other than Registered Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then (A) the Grantors sale shall be deemed to be commercially reasonable in all respects, (B) such Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors such Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Pledged Collateral if it which is not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuersuch Issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.in

Private Sales. With respect Subject to any Collateral consisting compliance with Gaming Laws, upon the ------------- occurrence and during the continuance of securitiesan Event of Default under the Loan Agreement, partnership interests, limited liability company interests, joint venture interests or the like, and whether or not any of such the Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable lawsLaws, the Collateral Agent Secured Party may, in its sole and absolute discretion, sell all or any part of such the Pledged Collateral at private sale in such manner and under such circumstances as the Collateral Agent Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted in a commercially reasonable mannerconducted. Without limiting the foregoing, the Collateral Agent Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing such the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such of the Pledged Collateral is sold at private sale, each Grantor agrees to the extent permitted by applicable law that if such the Pledged Collateral is sold for a price which is commercially Secured Party in good faith believes to be reasonable, then (A) the Grantors sale shall not be deemed to be commercially unreasonable by reason of price, (B) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (BC) the Collateral Agent Secured Party shall not incur any liability or responsibility to the Grantors Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is Pledged Securities which are not regularly traded on a recognized securities exchangeexchange or in another recognized market, and that a sale by the Collateral Agent Secured Party of any such Collateral Pledged Securities for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral Pledged Securities or Collateral Pledged Securities that is are privately traded.