Common use of Foreclosure Sales Clause in Contracts

Foreclosure Sales. (i) Pledgor specifically understands and agrees that any sale by the Collateral Agent of all or part of the Collateral pursuant to the terms of this Agreement may be effected by the Collateral Agent at times and in manners which could result in the proceeds of such sale as being significantly and materially less than what might have been received if such sale had occurred at different times or in different manners, and Pledgor hereby releases the Collateral Agent, the Optionees and their officers and representatives and Related Parties from and against any and all obligations and liabilities arising out of or related to the timing or manner of any such sale. If, in the opinion of the Collateral Agent, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the Collateral Agent may offer and sell such Collateral in a transaction exempt from registration under federal securities law, and any such sale made in good faith by the Collateral Agent shall be deemed “commercially reasonable.” Furthermore, Pledgor acknowledges that any such restricted or private sales may be at prices and on terms less favorable to Pledgor than those obtainable through a public sale without such restrictions, but agrees that such sales are commercially reasonable. Pledgor further acknowledges that any specific disclaimer of any warranty of title or the like by the Collateral Agent will not be considered to adversely affect the commercial reasonableness of any sale of Collateral.

Foreclosure Sales. (i) Pledgor specifically understands and agrees that any sale by the Collateral Agent Secured Party of all or part of the Collateral pursuant to the terms of this Agreement may be effected by the Collateral Agent Secured Party at times and in manners which could result in the proceeds of such sale as being significantly and materially less than what might have been received if such sale had occurred at different times or in different manners, and Pledgor hereby releases the Collateral AgentSecured Party, the Optionees Lender Parties and their officers and representatives and Related Parties from and against any and all obligations and liabilities arising out of or related to the timing or manner of any such sale. If, in the opinion of the Collateral AgentSecured Party, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the Collateral Agent Secured Party may offer and sell such Collateral in a transaction exempt from registration under federal securities law, and any such sale made in good faith by the Collateral Agent Secured Party shall be deemed “commercially reasonable.” Furthermore, Pledgor acknowledges that any such restricted or private sales may be at prices and on terms less favorable to Pledgor than those obtainable through a public sale without such restrictions, but agrees that such sales are commercially reasonable. Pledgor further acknowledges that any specific disclaimer of any warranty of title or the like by the Collateral Agent Secured Party will not be considered to adversely affect the commercial reasonableness of any sale of Collateral.