Common use of Standards for Sale or Other Disposition in Commercially Reasonable Manner Clause in Contracts

Standards for Sale or Other Disposition in Commercially Reasonable Manner. If upon or at any time after any occurrence and continuance of any Event of Default the Secured Party opts for any sale or other disposition of any of the Collateral, (i) no restriction on the prospective purchasers in such sale or other disposition (including, but not limited to, a restriction of such prospective purchasers to Persons meeting specified requirements as to financial sophistication or intent to purchase for investment and not with a view to sale or other disposition), restriction on the terms of such sale or other disposition (including, but not limited to, restricting future sales and other dispositions) or other restriction on any aspect of such sale or other disposition (including, but not limited to, the advertising or conduct thereof) imposed by the Secured Party in order to comply with applicable law (including, but not limited to, the Securities Act of 1933 and any banking statute) shall be a factor in determining such sale or other disposition to have been made in other than a commercially reasonable manner, and (ii) such sale or other disposition shall not be determined to have been made in other than a commercially reasonable manner solely by reason of (A) its not being made at the time and place therefor specified in any notice thereof provided that the adjournment thereof is announced at such specified time and place or a time and place announced at any adjournment thereof, (B) its being a public sale or other disposition or a private sale or other disposition, (C) its being made in one parcel, in more than one parcel, at one time or at different times, or (D) its involving the sale or other disposition of any of the Collateral either for future delivery or for future payment without retention by the Secured Party until such future payment and the failure of such future delivery or such future payment to occur.

Standards for Sale or Other Disposition in Commercially Reasonable Manner. If upon or at any time after any occurrence and continuance or existence of any Event of Default the Secured Party opts for any sale or other disposition of any portion of the Collateral, whether or not such portion of the Collateral is of a specialized nature, (i) no restriction on the prospective purchasers in such sale or other disposition (including, but not limited to, a restriction of such prospective purchasers to Persons meeting specified requirements as to financial sophistication or intent to purchase for investment and not with a view to sale or other disposition), restriction on the terms of such sale or other disposition (including, but not limited to, restricting future sales and other dispositions) or other restriction on any aspect of such sale or other disposition (including, but not limited to, the advertising or conduct thereof) imposed by the Secured Party in order to comply with applicable law (including, but not limited to, the Securities Act of 1933 and any banking statute) shall be a factor in determining such sale or other disposition to have been made in other than a commercially reasonable manner, and (ii) without limiting any other act, omission or other thing that shall not be considered in determining such sale or other disposition to have been made in other than a commercially reasonable manner, such sale or other disposition shall not be determined to have been made in other than a commercially reasonable manner solely by reason of (A) its the Secured Party having obtained any insurance, credit enhancement or other protection to insure it against or reduce loss, or to provide it a guaranteed return, in connection with such sale or other disposition, (B) such sale or other disposition having been advertised in a medium of general or limited circulation, (C) such sale or other disposition not being made at the time and place therefor specified in any notice thereof provided that the adjournment thereof is announced at such specified time and place or a time and place announced at any adjournment thereof, (BD) its such sale or other disposition being a public or private sale or other disposition (including, but not limited to, a sale or other disposition using an internet site that provides for the auction of assets of the type subject to such sale or other disposition or a private has the reasonable capability of doing so or that matches buyers and sellers of such assets), (E) such sale or other disposition, (C) its disposition being made in one parcel, parcel or in more than one parcel, at one time or at different times, in a wholesale or retail market, with or without any warranty, with or without any assistance of any auctioneer, consultant, broker, investment banker or other professional or with or without contacting any Person in the same business as the Debtor to determine his, her or its interest in acquiring such portion of the Collateral, (DF) its the exercise by the Secured Party, whether by the use of a collection agency or otherwise, or the failure by the Secured Party to exercise, whether by the use of a collection agency or otherwise, any collection remedy against any Person (including, but not limited to, any Account Debtor, Issuer, Bank, Securities Intermediary or Commodity Intermediary) obligated with respect to such portion of the Collateral, (G) such sale or other disposition involving the sale or other disposition of any such portion of the Collateral either for future delivery or for future payment without retention by the Secured Party until such future payment and the failure of such future delivery or such future payment to occur, (H) the failure of the Secured Party to comply with any contract between the Secured Party and the Debtor with respect to any aspect of such sale or other disposition (including, but not limited to, the advertising or conduct thereof), (I) the failure of the Secured Party to remove any lien or encumbrance on or adverse claim to such portion of the Collateral, (J) the failure of the Secured Party to incur any expense deemed significant by the Secured Party to prepare such portion of the Collateral for such sale or other disposition or, if such portion of the Collateral is raw material or work in process, to complete such portion of the Collateral into finished products prior to such sale or other disposition or (K) the failure of the Secured Party, except to the extent required by applicable law, to obtain any consent of any Person required for access to such portion of the Collateral or for such sale or other disposition.

Standards for Sale or Other Disposition in Commercially Reasonable Manner. If upon or at any time after any occurrence and continuance or existence of any Event of Default the Secured Party opts for any sale or other disposition of any portion of the Collateral, whether or not such portion of the Collateral is of a specialized nature, (i) no restriction on the prospective purchasers in such sale or other disposition (including, but not limited to, a restriction of such prospective purchasers to Persons meeting specified requirements as to financial sophistication or intent to purchase for investment and not with a view to sale or other disposition), restriction on the terms of such sale or other disposition (including, but not limited to, restricting future sales and other dispositions) or other restriction on any aspect of such sale or other disposition (including, but not limited to, the advertising or conduct thereof) imposed by the Secured Party in order to comply with applicable law (including, but not limited to, the Securities Act of 1933 and any banking statute) shall be a factor in determining such sale or other disposition to have been made in other than a commercially reasonable manner, and (ii) without limiting any other act, omission or other thing that shall not be considered in determining such sale or other disposition to have been made in other than a commercially reasonable manner, such sale or other disposition shall not be determined to have been made in other than a commercially reasonable manner solely by reason of (A) its the Secured Party having obtained any insurance, credit enhancement or other protection to insure it against or reduce loss, or to provide it a guaranteed return, in connection with such sale or other disposition, (B) such sale or other disposition having been advertised in a medium of general or limited circulation, (C) such sale or other disposition not being made at the time and place therefor specified in any notice thereof provided that the adjournment thereof is announced at such specified time and place or a time and place announced at any adjournment thereof, (BD) its such sale or other disposition being a public or private sale or other disposition (including, but not limited to, a sale or other disposition using an internet site that provides for the auction of assets of the type subject to such sale or other disposition or a private has the reasonable capability of doing so or that matches buyers and sellers of such assets), (E) such sale or other disposition, (C) its disposition being made in one parcel, parcel or in more than one parcel, at one time or at different times, in a wholesale or (D) its involving the sale retail market, with or without any warranty, with or without any assistance of any auctioneer, consultant, broker, investment banker or other disposition of professional or with or without contacting any Person in the same business as the Debtor to determine his, her or its interest in acquiring such portion of the Collateral either for future delivery Collateral, (F) the exercise by the Secured Party, whether by the use of a collection agency or for future payment without retention otherwise, or the failure by the Secured Party until to exercise, whether by the use of a collection agency or otherwise, any collection remedy against any Person (including, but not limited to, any Account Debtor, Issuer, Bank, Securities Intermediary or Commodity Intermediary) obligated with respect to such future payment and portion of the failure of such future delivery or such future payment to occur.Collateral, Continued -

Standards for Sale or Other Disposition in Commercially Reasonable Manner. If upon or at any time after any occurrence and continuance or existence of any Event of Default the Secured Party opts for any sale or other disposition of any of the Collateral, (i) no restriction on the prospective purchasers in such sale or other disposition (including, but not limited to, a restriction of such prospective purchasers to Persons meeting specified requirements as to financial sophistication or intent to purchase for investment and not with a view to sale or other disposition), restriction on the terms of such sale or other disposition (including, but not limited to, restricting future sales and other dispositions) or other restriction on any aspect of such sale or other disposition (including, but not limited to, the advertising or conduct thereof) imposed by the Secured Party in order to comply with applicable law (including, but not limited to, the Securities Act of 1933 and any banking statute) shall be a factor in determining such sale or other disposition to have been made in other than a commercially reasonable manner, and (ii) such sale or other disposition shall not be determined to have been made in other than a commercially reasonable manner solely by reason of (A) its it not being made at the time and place therefor specified in any notice thereof provided that the adjournment thereof is announced at such specified time and place or a time and place announced at any adjournment thereof, (B) its it being a public sale or other disposition or a private sale or other dispositiondisposition (including, but not limited to, a sale or other disposition using an interest site that provides for the auction of assets of the type included in the Collateral or have the reasonable capability of doing so or that matches buyers and sellers of such assets), (C) its it being made in one parcel, in more than one parcel, at one time or at different times, or (D) its it involving the sale or other disposition of any of the Collateral either for future delivery or for future payment without retention by the Secured Party until such future payment and the failure of such future delivery or such future payment to occuroccur or (E) the failure of the Secured Party to comply with any contract between the Secured Party and the Debtor with respect to any aspect thereof (including, but not limited to, the advertising or conduct thereof).

Standards for Sale or Other Disposition in Commercially Reasonable Manner. If upon or at any time after any occurrence and continuance or existence of any Event of Default the Secured Party opts for any sale or other disposition of any of the Collateral, (i) no restriction on the prospective purchasers in such sale or other disposition (including, but not limited to, a restriction of such prospective purchasers to Persons meeting specified requirements as to financial sophistication or intent to purchase for investment and not with a view to sale or other disposition), restriction on the terms of such sale or other disposition (including, but not limited to, restricting future sales and other dispositions) or other restriction on any aspect of such sale or other disposition (including, but not limited to, the advertising or conduct thereof) imposed by the Secured Party in order to comply with applicable law (including, but not limited to, the Securities Act of 1933 and any banking statute) shall be a factor in determining such sale or other disposition to have been made in other than a commercially reasonable manner, and (ii) such sale or other disposition shall not be determined to have been made in other than a commercially reasonable manner solely by reason of (A) its it not being made at the time and place therefor specified in any notice thereof provided that the adjournment thereof is announced at such specified time and place or a time and place announced at any adjournment thereof, (B) its it being a public or private sale or other disposition or (including, but not limited to, a private sale or other dispositiondisposition using an interest site that provides for the auction of assets of the type included in the Collateral or have the reasonable capability of doing so or that matches buyers and sellers of such assets), (C) its it being made in one parcel, in more than one parcel, at one time or at different times, or (D) its it involving the sale or other disposition of any of the Collateral either for future delivery or for future payment without retention by the Secured Party until such future payment and the failure of such future delivery or such future payment to occuroccur or (E) the failure of the Secured Party to comply with any contract between the Secured Party and the Debtor with respect to any aspect thereof (including, but not limited to, the advertising or conduct thereof).