Common use of Foreclosure Sales Clause in Contracts

Foreclosure Sales. (i) Pledgor specifically understands and agrees that any sale by the Secured Party of all or part of the Collateral pursuant to the terms of this Agreement may be effected by the 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 Secured Party, the Lender Parties and their officers and representatives 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 Secured Party, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the 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 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 Secured Party will not be considered to adversely affect the commercial reasonableness of any sale of Collateral. (ii) Subject to clause (c) below and to the extent a notice of a sale is required to be given by the Secured Party under 9-611 of the UCC, any notice made shall be deemed reasonable if sent to Pledgor at the address referred to in Section 8(e) prior to (x) the date of any proposed public sale of the Collateral Shares (or on such date but prior to any such sale) or (y) the date on or after which any Lender Party intends to conduct a private sale of the Collateral Shares (or on such date but prior to any such sale), and any such period shall constitute a reasonable time for such notice. The Secured Party retains all rights to suspend or delay any such sales with or without notice. (iii) Neither the Secured Party nor any Lender Party shall be liable for failure to collect any account or instruments, or for any act or omission on the part of such Person, its officers, agents or employees in connection with the Collateral, including any action or omission that occurs during the exercise of the Secured Party’s rights or remedies, except for any act or omission determined by a court of competent jurisdiction in a final, non-appealable judgment to constitute gross negligence or willful misconduct on the part of such Person. (iv) Pledgor shall be liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations (including the fees and disbursements of counsel employed by the Secured Party to collect such deficiency to the extent provided therefor in Section 8.04 of the Credit Agreement).

Foreclosure Sales. (i) Pledgor specifically understands and agrees that any sale by the Secured Party Collateral Agent of all or part of the Collateral pursuant to the terms of this Agreement may be effected by the Secured Party 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 Secured PartyCollateral Agent, the Lender Parties 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 Secured PartyCollateral Agent, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the Secured Party 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 Secured Party 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 Secured Party Collateral Agent will not be considered to adversely affect the commercial reasonableness of any sale of Collateral. (ii) Subject to clause (c) below and to the extent a notice of a sale is required to be given by the Secured Party Collateral Agent under 9-611 of the UCC, any notice made shall be deemed reasonable if sent to Pledgor at the address referred to in Section 8(e10(e) prior to (x) the date of any proposed public sale of the any Collateral Shares (or on such date but prior to any such sale) or (y) the date on or after which any Lender Party the Collateral Agent intends to conduct a private sale of the any Collateral Shares (or on such date but prior to any such sale), and any such period shall constitute a reasonable time for such notice. The Secured Party Collateral Agent retains all rights to suspend or delay any such sales with or without notice. (iii) Neither the Secured Party nor Collateral Agent, any Lender Party Optionee or any of such Person’s Related Parties shall be liable for failure to collect any account or instruments, or for any act or omission on the part of such Person, its officers, agents or employees in connection with the Collateral, including any action or omission that occurs during the exercise of the Secured PartyCollateral Agent’s rights or remedies, except for any act or omission determined by a court of competent jurisdiction in a final, non-appealable judgment to constitute gross negligence or willful misconduct on the part of such Person. (iv) Pledgor shall be liable for any deficiency if the proceeds of any sale or other disposition of the any Optionee Collateral are insufficient to pay the Optionee Put Obligations (including the fees and disbursements of counsel employed by the Secured Party Collateral Agent to collect such deficiency to the extent provided therefor in Section 8.04 of the Credit Agreementdeficiency).

Foreclosure Sales. (i) Pledgor specifically understands and agrees that any sale by the Secured Party Collateral Agent of all or part of the Collateral pursuant to the terms of this Agreement may be effected by the Secured Party 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 Secured PartyCollateral Agent, the Lender Parties 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 Secured PartyCollateral Agent, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the Secured Party 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 Secured Party 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 Secured Party Collateral Agent will not be considered to adversely affect the commercial reasonableness of any sale of Collateral. (ii) Subject to clause (c) below and to the extent a notice of a sale is required to be given by the Secured Party Collateral Agent under 9-611 of the UCC, any notice made shall be deemed reasonable if sent to Pledgor at the address referred to in Section 8(e10(d) prior to (x) the date of any proposed public sale of the any Collateral Shares (or on such date but prior to any such sale) or (y) the date on or after which any Lender Party the Collateral Agent intends to conduct a private sale of the any Collateral Shares (or on such date but prior to any such sale), and any such period shall constitute a reasonable time for such notice. The Secured Party Collateral Agent retains all rights to suspend or delay any such sales with or without notice. (iii) Neither the Secured Party nor Collateral Agent, any Lender Party Optionee or any of such Person’s Related Parties shall be liable for failure to collect any account or instruments, or for any act or omission on the part of such Person, its officers, agents or employees in connection with the Collateral, including any action or omission that occurs during the exercise of the Secured PartyCollateral Agent’s rights or remedies, except for any act or omission determined by a court of competent jurisdiction in a final, non-appealable judgment to constitute gross negligence or willful misconduct on the part of such Person. (iv) Pledgor shall be liable for any deficiency if the proceeds of any sale or other disposition of the any Optionee Collateral are insufficient to pay the Optionee Put Obligations (including the fees and disbursements of counsel employed by the Secured Party Collateral Agent to collect such deficiency to the extent provided therefor in Section 8.04 of the Credit Agreementdeficiency).