Common use of Possession of Collateral/Commercial Reasonableness Clause in Contracts

Possession of Collateral/Commercial Reasonableness. The Secured Party shall not, at any time, be obligated to either take or retain possession or control of the Collateral. With respect to Collateral in the possession or control of the Secured Party, Pledgor, and the Secured Party agree that as a standard for determining commercial reasonableness, (and in addition to the provisions of Section 4(b) above) the Secured Party need not liquidate, collect, sell or otherwise dispose of any of the Collateral if Secured Party believes, in good faith, that disposition of the Collateral would not be commercially reasonable, would subject the Secured Party to third-party claims or liability, would cause the Secured Party to violate federal or state securities laws, that other potential purchasers could be attracted or that a better price could be obtained if Secured Party held the Collateral for up to one (1) year. The Secured Party may sell Collateral without giving any warranties and may specifically disclaim any warranties of title or the like. Furthermore, Secured Party may sell the Collateral on credit (and reduce the Obligations only when payment is received from the buyer), at wholesale and/or with or without an agent or broker. The Secured Party need not register any securities collateral under state or federal law; and Secured Party need not complete, process, or otherwise prepare the Collateral prior to disposition. If the purchaser fails to pay for the Collateral, Secured Party may resell the Collateral and Pledgor shall be credited with the cash proceeds of the sale. The Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

Possession of Collateral/Commercial Reasonableness. The Pledgeholder on behalf of the Secured Party shall not, at any time, be obligated to either take or retain possession or control of the Collateral. With respect to Collateral in the possession or control of the Secured PartyPledgeholder, Pledgor, the Pledgeholder and the Secured Party agree that as a standard for determining commercial reasonableness, (and in addition to the provisions of Section 4(b) 4.2 above) the Pledgeholder on behalf of the Secured Party need not liquidate, collect, sell or otherwise dispose of any of the Collateral if Secured Party Pledgeholder believes, in good faith, that disposition of the Collateral would not be commercially reasonable, would subject Pledgerholder or the Secured Party to third-party claims or liability, would cause the Pledgeholder or the Secured Party to violate federal or state securities laws, that other potential purchasers could be attracted or that a better price could be obtained if Pledgeholder and/or the Secured Party held the Collateral for up to one (1) year. The Pledgeholder on behalf of the Secured Party may sell Collateral without giving any warranties and may specifically disclaim any warranties of title or the like. Furthermore, Pledgeholder on behalf of the Secured Party may sell the Collateral on credit (and reduce the Obligations only when payment is received from the buyer), at wholesale and/or with or without an agent or broker. ; The Pledgeholder on behalf of the Secured Party need not register any securities collateral under state or federal law; and Pledgeholder on behalf of the Secured Party need not complete, process, or otherwise prepare the Collateral prior to disposition. If the purchaser fails to pay for the Collateral, Pledgeholder on behalf of the Secured Party may resell the Collateral and Pledgor shall be credited with the cash proceeds of the sale. The Pledgeholder on behalf of the Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.