MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) OF ANY
KIND IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY COLLATERAL.
8.2.
LIMITATION ON THE LENDER'S DUTY WITH RESPECT
TO THE COLLATERAL.
THE LENDER SHALL HAVE NO OBLIGATION TO CLEAN-UP OR OTHERWISE
PREPARE THE COLLATERAL FOR SALE. THE LENDER SHALL USE REASONABLE CARE WITH
RESPECT TO THE COLLATERAL IN ITS POSSESSION OR UNDER ITS CONTROL.
THE LENDER
SHALL NOT HAVE ANY OTHER DUTY AS TO ANY COLLATERAL IN ITS POSSESSION OR CONTROL
OR IN THE POSSESSION OR CONTROL OF ANY AGENT OR NOMINEE OF THE LENDER, OR ANY
INCOME THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY
OTHER RIGHTS PERTAINING THERETO. TO THE EXTENT THAT APPLICABLE LAW IMPOSES
DUTIES ON THE LENDER TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER,
THE GRANTOR ACKNOWLEDGES AND AGREES THAT IT IS COMMERCIALLY REASONABLE FOR THE
LENDER (I) TO FAIL TO INCUR EXPENSES DEEMED SIGNIFICANT BY THE LENDER TO PREPARE
COLLATERAL FOR DISPOSITION OR OTHERWISE TO TRANSFORM 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 GOVERNMENTAL OR
THIRD
21
PARTY CONSENTS FOR THE COLLECTION OR DISPOSITION OF COLLATERAL TO BE COLLECTED
OR DISPOSED OF, (III) TO FAIL TO EXERCISE COLLECTION REMEDIES AGAINST ACCOUNT
DEBTORS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR TO REMOVE LIENS ON OR ANY
ADVERSE CLAIMS AGAINST COLLATERAL, (IV) TO EXERCISE COLLECTION REMEDIES AGAINST
ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON COLLATERAL DIRECTLY OR THROUGH
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 THE GRANTOR, FOR
EXPRESSIONS OF INTEREST IN ACQUIRING ALL OR ANY PORTION OF SUCH 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 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 LENDER AGAINST
RISKS OF LOSS, COLLECTION OR DISPOSITION OF COLLATERAL OR TO PROVIDE TO THE
LENDER A GUARANTEED RETURN FROM THE COLLECTION OR DISPOSITION OF COLLATERAL, OR
(XII) TO THE EXTENT DEEMED APPROPRIATE BY THE LENDER, TO OBTAIN THE SERVICES OF
OTHER BROKERS, INVESTMENT BANKERS, CONSULTANTS AND OTHER PROFESSIONALS TO ASSIST
THE LENDER IN THE COLLECTION OR DISPOSITION OF ANY OF THE COLLATERAL.
THE
GRANTOR ACKNOWLEDGES THAT THE