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 PARTY CONSENTS FOR THE COLLECTION OR
DISPOSITION OF COLLATERAL TO BE COLLECTED OR DISPOSED OF; (III) TO FAIL TO
EXERCISE COLLECTION REMEDIES AGAINST CUSTOMERS OR OTHER PERSONS OBLIGATED ON
COLLATERAL OR TO REMOVE LIENS ON OR ANY ADVERSE CLAIMS AGAINST COLLATERAL;
(IV) TO EXERCISE COLLECTION REMEDIES AGAINST CUSTOMERS 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 BORROWER, 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 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 DEEMED
APPROPRIATE BY THE AGENT, TO OBTAIN THE SERVICES OF OTHER BROKERS, INVESTMENT
BANKERS, CONSULTANTS AND OTHER PROFESSIONALS TO ASSIST THE AGENT IN THE
COLLECTION OR DISPOSITION OF ANY OF THE COLLATERAL.
EACH BORROWER ACKNOWLEDGES
THAT THE PURPOSE OF THIS SECTION 11.1(B) 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 11.1(B).
WITHOUT LIMITATION UPON THE FOREGOING, NOTHING CONTAINED IN THIS
SECTION 11.1(B) SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO ANY BORROWER OR TO
IMPOSE ANY DUTIES ON AGENT THAT WOULD NOT HAVE BEEN GRANTED OR IMPOSED BY THIS
AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF THIS SECTION 11.1(B).
11.2.
AGENT'S DISCRETION.
AGENT SHALL HAVE THE RIGHT IN
ITS SOLE DISCRETION TO DETERMINE WHICH RIGHTS, LIENS, SECURITY INTERESTS OR
REMEDIES AGENT MAY AT ANY TIME PURSUE, RELINQUISH, SUBORDINATE, OR MODIFY OR TO
TAKE ANY OTHER ACTION WITH RESPECT THERETO AND SUCH DETERMINATION WILL NOT IN
ANY WAY MODIFY OR AFFECT ANY OF AGENT'S OR LENDERS' RIGHTS HEREUNDER.
11.3.
SETOFF.
SUBJECT TO SECTION 14.12, IN ADDITION TO
ANY OTHER