COLLATERAL FOR DISPOSITION OR
OTHERWISE TO COMPLETE RAW MATERIAL OR WORK IN PROCESS INTO FINISHED GOODS OR
OTHER FINISHED PRODUCTS FOR DISPOSITION, (II) TO FAIL TO OBTAIN THIRD PARTY
CONSENTS FOR ACCESS TO COLLATERAL TO BE DISPOSED OF, OR TO OBTAIN OR, IF NOT
REQUIRED BY OTHER LAW, TO FAIL TO OBTAIN CONSENTS OF ANY GOVERNMENTAL AUTHORITY
OR OTHER THIRD PARTY FOR THE COLLECTION OR DISPOSITION OF COLLATERAL TO BE
COLLECTED OR DISPOSED OF, (III) TO FAIL TO EXERCISE COLLECTION REMEDIES AGAINST
ACCOUNT DEBTORS, SECONDARY OBLIGORS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR
TO REMOVE LIENS OR ENCUMBRANCES ON OR ANY ADVERSE CLAIMS AGAINST COLLATERAL,
(IV) TO EXERCISE COLLECTION REMEDIES AGAINST ACCOUNT DEBTORS AND OTHER PERSONS
OBLIGATED ON COLLATERAL DIRECTLY OR THROUGH
105
THE USE OF COLLECTION AGENCIES AND OTHER COLLECTION SPECIALISTS, (V) TO
ADVERTISE DISPOSITIONS OF COLLATERAL THROUGH PUBLICATIONS OR MEDIA OF GENERAL
CIRCULATION, WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED NATURE, (VI) TO
CONTACT OTHER PERSONS, WHETHER OR NOT IN THE SAME BUSINESS AS ANY BORROWER OR
GUARANTOR, FOR EXPRESSIONS OF INTEREST IN ACQUIRING ALL OR ANY PORTION OF THE
COLLATERAL, (VII) TO HIRE ONE OR MORE PROFESSIONAL AUCTIONEERS TO ASSIST IN THE
DISPOSITION OF COLLATERAL, WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED
NATURE, (VIII) TO DISPOSE OF COLLATERAL BY UTILIZING INTERNET SITES THAT PROVIDE
FOR THE AUCTION OF ASSETS OF THE TYPES INCLUDED IN THE COLLATERAL OR THAT HAVE
THE REASONABLE CAPABILITY OF DOING SO, OR THAT MATCH BUYERS AND SELLERS OF
ASSETS, (IX) TO DISPOSE OF ASSETS IN WHOLESALE RATHER THAN RETAIL MARKETS,
(X) TO DISCLAIM DISPOSITION WARRANTIES, (XI) TO PURCHASE INSURANCE OR CREDIT
ENHANCEMENTS TO INSURE LENDERS AGAINST RISKS OF LOSS, COLLECTION OR DISPOSITION
OF COLLATERAL OR TO PROVIDE TO LENDER A GUARANTEED RETURN FROM THE COLLECTION OR
DISPOSITION OF COLLATERAL, OR (XII) TO THE EXTENT DEEMED APPROPRIATE BY LENDER,
TO OBTAIN THE SERVICES OF OTHER BROKERS, INVESTMENT BANKERS, CONSULTANTS AND
OTHER PROFESSIONALS TO ASSIST LENDER IN THE COLLECTION OR DISPOSITION OF ANY OF
THE COLLATERAL. EACH BORROWER AND GUARANTOR ACKNOWLEDGES THAT THE PURPOSE OF
THIS SECTION IS TO PROVIDE NON-EXHAUSTIVE INDICATIONS OF WHAT ACTIONS OR
OMISSIONS BY LENDER WOULD NOT BE COMMERCIALLY UNREASONABLE IN THE EXERCISE BY
ANY LENDER OF REMEDIES AGAINST THE COLLATERAL AND THAT OTHER ACTIONS OR
OMISSIONS BY LENDER SHALL NOT BE DEEMED COMMERCIALLY UNREASONABLE SOLELY ON
ACCOUNT OF NOT BEING INDICATED IN THIS SECTION. WITHOUT LIMITATION OF THE
FOREGOING, NOTHING CONTAINED IN THIS SECTION SHALL BE CONSTRUED TO GRANT ANY
RIGHTS TO ANY BORROWER OR GUARANTOR OR TO IMPOSE ANY DUTIES ON LENDER THAT WOULD
NOT HAVE BEEN GRANTED OR IMPOSED BY THIS AGREEMENT OR BY APPLICABLE LAW IN THE
ABSENCE OF THIS SECTION.
(E)
FOR THE PURPOSE OF ENABLING LENDER TO EXERCISE THE RIGHTS AND
REMEDIES HEREUNDER, EACH BORROWER AND GUARANTOR HEREBY GRANTS TO LENDER, TO THE
EXTENT ASSIGNABLE, AN IRREVOCABLE, NON-EXCLUSIVE LICENSE (EXERCISABLE AT ANY
TIME AN EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND FOR SO LONG AS THE
SAME IS