TO OBTAIN OR, 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
PERSONS, WHETHER OR NOT IN THE SAME BUSINESS AS THE BORROWERS, 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 ADMINISTRATIVE AGENT AGAINST RISKS OF LOSS,
COLLECTION OR DISPOSITION OF COLLATERAL OR TO PROVIDE TO THE ADMINISTRATIVE
AGENT A GUARANTEED RETURN FROM THE COLLECTION OR DISPOSITION OF COLLATERAL, OR
(XII) TO THE EXTENT DEEMED APPROPRIATE BY THE ADMINISTRATIVE AGENT, TO OBTAIN
THE SERVICES OF OTHER BROKERS, INVESTMENT BANKERS, CONSULTANTS AND OTHER
PROFESSIONALS TO ASSIST THE ADMINISTRATIVE AGENT IN THE COLLECTION OR
DISPOSITION OF ANY OF THE COLLATERAL. EACH BORROWER ACKNOWLEDGES THAT THE
PURPOSE OF THIS SECTION 10.7(D) IS TO PROVIDE NON-EXHAUSTIVE INDICATIONS OF WHAT
ACTIONS OR OMISSIONS BY THE ADMINISTRATIVE AGENT WOULD NOT BE COMMERCIALLY
UNREASONABLE IN THE ADMINISTRATIVE AGENT'S EXERCISE OF REMEDIES AGAINST THE
COLLATERAL AND THAT OTHER ACTIONS OR OMISSIONS BY THE ADMINISTRATIVE AGENT SHALL
NOT BE DEEMED COMMERCIALLY UNREASONABLE SOLELY ON ACCOUNT OF NOT BEING INDICATED
IN THIS SECTION 10.7(D). WITHOUT LIMITATION UPON THE FOREGOING, NOTHING
CONTAINED IN THIS SECTION 10.7(D) SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO ANY
BORROWER OR TO IMPOSE ANY DUTIES ON THE ADMINISTRATIVE AGENT THAT WOULD NOT HAVE
BEEN GRANTED OR IMPOSED BY THIS AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF
THIS SECTION 10.7(D).
(E)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL BE REQUIRED
TO MAKE ANY DEMAND UPON, OR PURSUE OR EXHAUST ANY OF THEIR RIGHTS OR REMEDIES
AGAINST, ANY
52
BORROWER, ANY OTHER OBLIGOR, GUARANTOR, PLEDGOR OR ANY OTHER PERSON WITH RESPECT
TO THE PAYMENT OF THE SECURED OBLIGATIONS OR TO PURSUE OR EXHAUST ANY OF THEIR
RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL THEREFORE OR ANY DIRECT OR
INDIRECT GUARANTEE THEREOF. NEITHER THE ADMINISTRATIVE AGENT NOR THE LENDERS
SHALL BE