finally determined by a court of competent jurisdiction.
Each Grantor agrees
that ten (10) days prior notice by Agent of the time and place of any public
sale or of the time after which a private sale may take place is reasonable
notification of such matters.
Notwithstanding any such notice of sale, Agent
shall not be obligated to make any sale of Collateral.
In connection with any
sale, lease, license or other disposition of Collateral, Agent may disclaim any
warranties that might arise in connection therewith and Agent shall have no
obligation to provide any warranties at such time.
Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or disposition of the
Collateral are insufficient to pay all Obligations, including any attorneys'
fees or other expenses incurred by Agent or any Lender to collect such
deficiency.
(B)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, EACH GRANTOR
HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST OR ANY NOTICE (TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW) OF ANY KIND IN CONNECTION WITH THIS AGREEMENT OR
ANY COLLATERAL.
(C)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES DUTIES ON AGENT TO
EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER, EACH GRANTOR ACKNOWLEDGES
AND AGREES THAT IT IS NOT COMMERCIALLY UNREASONABLE FOR AGENT (I) TO FAIL TO
INCUR EXPENSES REASONABLY DEEMED SIGNIFICANT BY AGENT TO PREPARE COLLATERAL FOR
DISPOSITION OR OTHERWISE TO COMPLETE RAW MATERIAL OR WORK IN PROCESS INTO
FINISHED GOODS OR OTHER FINISHED PRODUCTS FOR DISPOSITION, (II) IF NOT REQUIRED
BY OTHER LAW, TO FAIL TO OBTAIN GOVERNMENTAL OR THIRD 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
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PERSONS, WHETHER OR NOT IN THE SAME BUSINESS AS ANY 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 AGENT AGAINST RISKS OF LOSS, COLLECTION OR
DISPOSITION OF COLLATERAL OR TO PROVIDE TO AGENT A GUARANTEED RETURN FROM THE
COLLECTION OR DISPOSITION OF