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 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 BORROWERS AND
GUARANTORS, 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 AGENT OR LENDERS AGAINST RISKS OF LOSS, COLLECTION OR
DISPOSITION OF COLLATERAL OR TO PROVIDE TO AGENT OR LENDERS A GUARANTEED RETURN
FROM THE COLLECTION OR DISPOSITION OF COLLATERAL, OR (XII) TO THE EXTENT DEEMED
APPROPRIATE BY AGENT, TO OBTAIN THE SERVICES OF OTHER BROKERS, INVESTMENT
BANKERS, CONSULTANTS AND OTHER PROFESSIONALS TO ASSIST AGENT 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 AGENT OR ANY LENDER WOULD NOT BE
COMMERCIALLY UNREASONABLE IN THE EXERCISE BY AGENT OR ANY LENDER OF REMEDIES
AGAINST THE COLLATERAL AND THAT OTHER ACTIONS OR OMISSIONS BY AGENT OR ANY
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 AGENT OR LENDERS THAT WOULD NOT HAVE
BEEN GRANTED OR IMPOSED BY THIS AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF
THIS SECTION.
(G)
FOR THE PURPOSE OF ENABLING AGENT TO EXERCISE THE RIGHTS AND
REMEDIES HEREUNDER, EACH BORROWER AND GUARANTOR HEREBY GRANTS TO AGENT, TO THE
EXTENT ASSIGNABLE AND TO THE EXTENT THAT THE SAME WOULD NOT CONFLICT WITH OR,
UNDER APPLICABLE LAW AND THE TERMS OF SUCH AGREEMENT, RESULT IN THE INVALIDITY
OR BREACH OF ANY AGREEMENTS (OTHER THAN ANY AGREEMENT BETWEEN ANY BORROWER OR
GUARANTOR AND ANY OTHER BORROWER OR GUARANTOR) OR OTHERWISE RESULT IN THE
REVOCATION, INFRINGEMENT, UNENFORCEABILITY, MISAPPROPRIATION OR DILUTION OF ANY
RIGHTS IN ANY INTELLECTUAL PROPERTY FORMING THE SUBJECT THEREOF, AN IRREVOCABLE,
NON-EXCLUSIVE
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