Common use of Private Sales Clause in Contracts

Private Sales. (a) Pledgor recognizes that Lender may be unable to effect a public sale of any or all of the Pledged Securities, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”), as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit Issuer or Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Issuer or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender Vicis may be unable to effect a public sale of any or all of the Pledged SecuritiesInterests, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”), as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a such private sale. Lender Vicis shall be under no obligation to delay a sale of any of the Pledged Securities Interests for the period of time necessary to permit the applicable Issuer or Pledgor thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender may be unable to effect a public sale of any or all of the Pledged Securities, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit Issuer or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer Issuers or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Securities, Equity by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Securities Equity for the period of time necessary to permit Issuer Garage Mortgage Borrower or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer Garage Mortgage Borrower or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender may be unable to effect a public sale of any or all of the Pledged SecuritiesCompany Interests, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under no obligation to delay a sale of any of the Pledged Securities Company Interests for the period of time necessary to permit Issuer Borrower or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer Borrower or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Mezzanine Lender may be unable to effect a public sale of any or all of the Pledged Securities, Equity by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Mezzanine Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Mezzanine Lender shall be under no obligation to delay a sale of any of the Pledged Securities Equity for the period of time necessary to permit Issuer Tower Mortgage Borrower or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer Tower Mortgage Borrower or Pledgor would agree to do so.

Private Sales. (a) If the Lender exercises its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, the Pledgor recognizes that the Lender may be unable to effect a public sale of any or all of the Pledged SecuritiesStock, by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended (the “Securities Act”), as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private salereasonable manner. The Lender shall be under no obligation to delay a sale of any of the Pledged Securities Stock for the period of time necessary to permit the Issuer or Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender may be unable to effect a public sale of any or all of the Pledged Securities, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit Issuer Pledgor or Pledgor Sixth Mezzanine Borrower to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer Pledgor or Pledgor Sixth Mezzanine Borrower would agree to do so.

Private Sales. (a) Pledgor recognizes The Pledgors recognize that Lender Agent may be unable to effect a public sale of any or all of the Pledged SecuritiesCollateral, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”), as amended, and applicable state securities laws or otherwise, and it may be compelled advisable to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges The Pledgors acknowledge and agrees agree that any such private sale may result in prices and other terms less favorable to Lender Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees agree that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender Agent shall be under no obligation to delay a sale of any of the Pledged Securities Collateral for the period of time necessary to permit Issuer any of the Pledgors or Pledgor any Pledged Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Issuer such Pledgors or Pledgor Pledged Borrowers would agree to do so.

Private Sales. (a) The Pledgor recognizes that Lender the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Securities, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”), as amended, "SECURITIES ACT") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private salereasonable manner. Lender The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit Issuer any issuer of Pledged Stock or the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Issuer such issuer or the Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender Pledgee may be unable to effect a public sale of any or all of the Pledged SecuritiesCompany Interests, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender Pledgee than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender Pledgee shall be under no obligation to delay a sale of any of the Pledged Securities Company Interests for the period of time necessary to permit Issuer Pledged Entity or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer Pledged Entity or Pledgor would agree to do so.. 11 Pledge and Security Agreement

Private Sales. (ab) Pledgor recognizes that Lender may be unable to effect a public sale of any or all of the Pledged Securities, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under no obligation to delay a sale of any of the Pledged Securities Company Interests for the period of time necessary to permit Issuer the Pledged Entity or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer the Pledged Entity or Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes that Lender the Agent may be unable to effect a public sale of any or all of the Pledged SecuritiesStock or the Pledged Promissory Notes, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”), as amended, "SECURITIES ACT") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private salereasonable manner. Lender The Agent shall be under no obligation to delay a sale of any of the Pledged Securities Stock or the Pledged Promissory Notes for the period of time necessary to permit any Issuer or the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender Secured Party may be unable to effect a public sale of any or all of the Pledged SecuritiesInterests, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale conducted in accordance with the Code or other applicable law shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender Secured Party shall be under no obligation to delay a sale of any of the Pledged Securities Interests for the period of time necessary to permit Issuer the Issuers or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer the Issuers or Pledgor would agree to do so.

Private Sales. (a) Pledgor recognizes that Lender Secured Party may be unable to effect a public sale of any or all of the Pledged SecuritiesInterests, by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”)1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender Secured Party shall be under no obligation to delay a sale of any of the Pledged Securities Interests for the period of time necessary to permit Issuer the applicable PropCos or Pledgor to register such securities for public sale under the Securities ActAct of 1933, as amended, or under applicable state securities laws, even if Issuer such PropCo or Pledgor would agree to do so.

Private Sales. (a) The Pledgor recognizes that Lender the Agent may be unable to effect a public sale of any or all of the Pledged SecuritiesStock, by reason of certain prohibitions contained in the Securities Act of 1933 (the “"Securities Act”), as amended, ") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private salereasonable manner. Lender The Agent shall be under no obligation to delay a sale of any of the Pledged Securities Stock for the period of time necessary to permit Issuer or Pledgor the Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Issuer or Pledgor the Borrower would agree to do so.

Private Sales. (a) The Pledgor recognizes that Lender the Collateral Agent may be unable unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all of the Pledged Securities, Shares by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended (the “"Securities Act”), as amended, ") and applicable state securities laws law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which that will be obliged obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private salereasonable manner. Lender The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Securities Shares for the period of time necessary to permit Issuer or Pledgor any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities lawslaw, even if Issuer or Pledgor such Subsidiary would agree to do so.

Private Sales. (a) The Pledgor recognizes that Lender the Agent may be unable to effect a public sale of any or all of the Pledged SecuritiesStock or the Pledged Promissory Notes, by reason of certain prohibitions contained in the Securities Act of 1933 (the “"Securities Act”), as amended, ") and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed by Pledgor to have been made in a commercially unreasonable manner solely by virtue of being a private salereasonable manner. Lender The Agent shall be under no obligation to delay a sale of any of the Pledged Securities Stock or the Pledged Promissory Notes for the period of time necessary to permit any Issuer or the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer or the Pledgor would agree to do so.