Common use of Private Securities Sale Clause in Contracts

Private Securities Sale. If at any time when Mezzanine Lender shall determine to exercise its right to sell all or any part of the Pledged Collateral pursuant to Section 8, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, Mezzanine Lender may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale (for securities law purposes) in such manner and under such circumstances as Mezzanine Lender may deem necessary or advisable in order that such sale may legally be effected without such registration, provided that at least ten (10) days' notice is given to Mezzanine Borrower in accordance with the private sale notice provisions of Article VIII. Without limiting the generality of the foregoing, in any such event Mezzanine Lender, in its sole and absolute discretion (a) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (b) may approach and negotiate with a single potential 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 such Pledged Collateral or part thereof. In the event of any such sale, Mezzanine Lender shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which Mezzanine Lender may in 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 registration under the Securities Act.

Private Securities Sale. If at any time when Mezzanine Lender Trustee shall determine to exercise its right to sell all or any part of the Pledged Collateral pursuant to Section 8, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, Mezzanine Lender Trustee may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale (for securities law purposes) in such manner and under such circumstances as Mezzanine Lender Trustee may deem necessary or advisable in order that such sale may legally be effected without such registration, provided that at least ten (10) days' ’ notice is given to Mezzanine Borrower Pledgor in accordance with the private sale notice provisions of Article VIII8. Without limiting the generality of the foregoing, in any such event Mezzanine LenderTrustee, in its sole and absolute discretion (a) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (b) may approach and negotiate with a single potential purchaser to effect such sale 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 such Pledged Collateral or part thereof. In the event of any such sale, Mezzanine Lender Trustee shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which Mezzanine Lender Trustee may in 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 registration under the Securities Act.

Private Securities Sale. If at any time when Mezzanine Lender shall determine to exercise its right to sell all or any part of the Pledged Collateral pursuant to Section 85, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, Mezzanine Lender may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale (for securities law purposes) in such manner and under such circumstances as Mezzanine Lender may deem necessary or advisable in order that such sale may legally be effected without such registration, provided that at least ten (10) days' ’ notice is given to Mezzanine Borrower Pledgor in accordance with the private sale notice provisions of Article VIIISection 5 hereof. Without limiting the generality of the foregoing, in any such event Mezzanine Lender, in its sole and absolute discretion (a) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (b) may approach and negotiate with a single potential 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 such Pledged Collateral or part thereof. In the event of any such sale, Mezzanine Lender shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which Mezzanine Lender may in 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 registration under the Securities Act.

Private Securities Sale. If at any time when Mezzanine Lender shall determine to exercise its right to sell all or any part of the Pledged Collateral pursuant to Section 8, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, Mezzanine Lender may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale (for securities law purposes) in such manner and under such circumstances as Mezzanine Lender may deem necessary or advisable in order that such sale may legally be effected without such registration, provided that at least ten (10) days' ’ notice is given to Mezzanine Borrower in accordance with the private sale notice provisions of Article VIII8. Without limiting the generality of the foregoing, in any such event Mezzanine Lender, in its sole and absolute discretion (a) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (b) may approach and negotiate with a single potential 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 such Pledged Collateral or part thereof. In the event of any such sale, Mezzanine Lender shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which Mezzanine Lender may in 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 registration under the Securities Act.