Common use of Right of Lender to Purchase at No-Action Public Sale Clause in Contracts

Right of Lender to Purchase at No-Action Public Sale. Pledgor is aware that Section 9‑610 of the UCC states that Lender is able to purchase the Equity Interests only if they are sold at a public sale. Pledgor is also aware that SEC staff personnel have, over a period of years, issued various No‑Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Pledgor is also aware that Lender may wish to purchase the Equity Interests that are sold at a foreclosure sale, and Pledgor believes that such purchases would be appropriate in circumstances in which the Equity Interests are sold in conformity with the principles set forth in the No-Action Letters. Pledgor specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No‑Action Letters for which notice requirements in Section 8 hereof have been satisfied (i) shall be considered to be a “public” sale for purposes of Section 9‑610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Pledgor agrees or the applicable Pledged Entity agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases Equity Interests at such a sale.

Right of Lender to Purchase at No-Action Public Sale. Pledgor is aware that Section 9‑610 9-610 of the UCC states that Lender Lender, Administrative Agent and Collateral Agent is able to purchase the Equity Interests only if they are sold at a public sale. Pledgor is also aware that SEC staff personnel have, over a period of years, issued various No‑Action No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Pledgor is also aware that Lender Lender, Collateral Agent and/or Administrative Agent may wish to purchase the Equity Interests that are sold at a foreclosure sale, and Pledgor believes that such purchases would be appropriate in circumstances in which the Equity Interests are sold in conformity with the principles set forth in the No-Action Letters. Pledgor specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No‑Action No-Action Letters for which notice requirements in Section 8 hereof have been satisfied (i) shall be considered to be a “public” sale for purposes of Section 9‑610 9-610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that Lender Lender, Administrative Agent or Collateral Agent, as the case may be, has not registered or sought to register the Equity Interests under the Securities Laws, even if Pledgor agrees or the applicable Pledged Entity Operating Borrower agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender Lender, Administrative Agent or Collateral Agent, as the case may be, purchases Equity Interests at such a sale.

Right of Lender to Purchase at No-Action Public Sale. Pledgor Borrower is aware that Section 9‑610 9-610 of the UCC states that Lender is able to purchase the Equity Interests only if they are sold at a public sale. Pledgor Borrower is also aware that SEC staff personnel have, over a period of years, issued various No‑Action No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Pledgor Borrower is also aware that Lender may wish to purchase the Equity Interests that are sold at a foreclosure sale, and Pledgor Borrower believes that such purchases would be appropriate in circumstances in which the Equity Interests are sold in conformity with the principles set forth in the No-Action Letters. Pledgor Borrower specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No‑Action No-Action Letters for which notice requirements in Section 8 hereof have been satisfied (i) shall be considered to be a “public” sale for purposes of Section 9‑610 9-610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Pledgor Borrower agrees or the applicable Pledged Entity Issuer agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that even if Lender purchases Equity Interests at such a sale.

Right of Lender to Purchase at No-Action Public Sale. Pledgor is aware that Section 9‑610 9-610 of the UCC states that Lender is able to purchase the Equity Interests only if they are sold at a public sale. Pledgor is also aware Lender has stated that SEC staff personnel have, over a period of years, issued various No‑Action No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Pledgor is also aware Lender has advised Borrower that Lender may wish to purchase the Equity Interests that are sold at a foreclosure sale, and Pledgor believes that such purchases would be appropriate in circumstances in which the Equity Interests are sold in conformity with the principles set forth in the No-Action Letters. Pledgor specifically agrees Lender has further advised that a foreclosure sale conducted in conformity with the principles set forth in the No‑Action No-Action Letters for which notice requirements in Section 8 hereof have been satisfied (i) shall be considered to be a “public” sale for purposes of Section 9‑610 9-610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Pledgor Borrower agrees or the applicable Pledged Entity Issuer agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that even if Lender purchases Equity Interests at such a sale.