(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 CAPACITY 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, SUCH AS TITLE, POSSESSION OR QUIET ENJOYMENT,
(XI) TO PURCHASE INSURANCE OR CREDIT ENHANCEMENTS TO INSURE THE AGENT AGAINST
RISKS OF LOSS, COLLECTION OR DISPOSITION OF COLLATERAL OR TO PROVIDE TO THE
AGENT A GUARANTEED RETURN FROM THE COLLECTION OR DISPOSITION OF COLLATERAL, OR
(XII) TO THE EXTENT
14
DEEMED APPROPRIATE BY THE AGENT, TO OBTAIN THE SERVICES OF OTHER BROKERS,
INVESTMENT BANKERS, CONSULTANTS, LIQUIDATORS AND OTHER PROFESSIONALS TO ASSIST
THE AGENT IN THE COLLECTION OR DISPOSITION OF ANY OF THE COLLATERAL.
EACH
GRANTOR ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION 7(D) IS TO PROVIDE
NON-EXHAUSTIVE INDICATIONS OF WHAT ACTIONS OR OMISSIONS BY THE AGENT WOULD NOT
BE COMMERCIALLY UNREASONABLE IN THE AGENT'S EXERCISE OF REMEDIES AGAINST THE
COLLATERAL AND THAT OTHER ACTIONS OR OMISSIONS BY THE AGENT SHALL NOT BE DEEMED
COMMERCIALLY UNREASONABLE SOLELY ON ACCOUNT OF NOT BEING INDICATED IN THIS
SECTION 7(D).
WITHOUT LIMITATION UPON THE FOREGOING, NOTHING CONTAINED IN THIS
SECTION 7(D) SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO ANY GRANTOR OR TO IMPOSE
ANY DUTIES ON AGENT THAT WOULD NOT HAVE BEEN GRANTED OR IMPOSED BY THIS SECURITY
AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF THIS SECTION 7(D).
(E)
NEITHER THE AGENT NOR THE LENDERS SHALL BE REQUIRED TO MAKE ANY
DEMAND UPON, OR PURSUE OR EXHAUST ANY OF THEIR RIGHTS OR REMEDIES AGAINST, ANY
GRANTOR, ANY OTHER OBLIGOR, GUARANTOR, PLEDGOR OR ANY OTHER PERSON WITH RESPECT
TO THE PAYMENT OF THE OBLIGATIONS OR TO PURSUE OR EXHAUST ANY OF THEIR RIGHTS OR
REMEDIES WITH RESPECT TO ANY COLLATERAL THEREFOR OR ANY DIRECT OR INDIRECT
GUARANTEE THEREOF.
NEITHER THE AGENT NOR THE LENDERS SHALL BE REQUIRED TO
MARSHAL THE COLLATERAL OR ANY GUARANTEE OF THE OBLIGATIONS OR TO RESORT TO THE
COLLATERAL OR ANY SUCH GUARANTEE IN ANY PARTICULAR ORDER, AND ALL OF ITS AND
THEIR RIGHTS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE CUMULATIVE.
TO
THE EXTENT IT MAY LAWFULLY DO SO, EACH GRANTOR ABSOLUTELY AND IRREVOCABLY WAIVES
AND RELINQUISHES THE BENEFIT AND ADVANTAGE OF, AND COVENANTS NOT TO ASSERT
AGAINST THE AGENT OR ANY LENDER, ANY VALUATION, STAY, APPRAISEMENT, EXTENSION,
REDEMPTION OR SIMILAR LAWS AND ANY AND ALL RIGHTS OR DEFENSES IT MAY HAVE AS A
SURETY NOW OR HEREAFTER EXISTING WHICH, BUT FOR THIS PROVISION, MIGHT BE
APPLICABLE TO THE SALE OF ANY COLLATERAL MADE UNDER THE JUDGMENT, ORDER OR
DECREE OF ANY COURT, OR PRIVATELY UNDER THE POWER OF SALE CONFERRED BY THIS
SECURITY AGREEMENT, OR OTHERWISE.
8.
GRANT OF LICENSE TO USE PROPERTY.