WRITTEN NOTICE OF SUCH SALE OR SALES
SHALL BE REASONABLE NOTICE. IN ADDITION, THE GRANTORS WAIVE ANY AND ALL RIGHTS
THAT IT MAY HAVE TO A JUDICIAL HEARING IN ADVANCE OF THE ENFORCEMENT OF ANY OF
THE PURCHASERS' RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, ITS RIGHT
FOLLOWING AN EVENT OF DEFAULT TO TAKE IMMEDIATE POSSESSION OF THE COLLATERAL AND
TO EXERCISE ITS RIGHTS WITH RESPECT THERETO.
18.
STANDARDS FOR EXERCISING REMEDIES. TO THE EXTENT THAT APPLICABLE
LAW IMPOSES DUTIES ON THE PURCHASERS TO EXERCISE REMEDIES IN A COMMERCIALLY
REASONABLE MANNER, THE GRANTORS ACKNOWLEDGE AND AGREE THAT IT IS NOT
COMMERCIALLY UNREASONABLE FOR THE PURCHASERS (A) TO FAIL TO INCUR EXPENSES
REASONABLY DEEMED SIGNIFICANT BY THE
14
PURCHASERS TO PREPARE COLLATERAL FOR DISPOSITION OR OTHERWISE TO COMPLETE RAW
MATERIAL OR WORK IN PROCESS INTO FINISHED GOODS OR OTHER FINISHED PRODUCTS FOR
DISPOSITION, (B) 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, (C) TO FAIL TO EXERCISE COLLECTION
REMEDIES AGAINST ACCOUNT DEBTORS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR TO
REMOVE LIENS OR ENCUMBRANCES ON OR ANY ADVERSE CLAIMS AGAINST COLLATERAL, (D) 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, (E) TO ADVERTISE DISPOSITIONS OF COLLATERAL THROUGH
PUBLICATIONS OR MEDIA OF GENERAL CIRCULATION, WHETHER OR NOT THE COLLATERAL IS
OF A SPECIALIZED NATURE, (F) 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 THE COLLATERAL, (G) TO HIRE ONE OR MORE PROFESSIONAL AUCTIONEERS
TO ASSIST IN THE DISPOSITION OF COLLATERAL, WHETHER OR NOT THE COLLATERAL IS OF
A SPECIALIZED NATURE, (H) 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, (I) TO DISPOSE OF ASSETS IN WHOLESALE RATHER THAN RETAIL
MARKETS, (J) TO DISCLAIM DISPOSITION WARRANTIES, (K) TO PURCHASE INSURANCE OR
CREDIT ENHANCEMENTS TO INSURE THE PURCHASERS AGAINST RISKS OF LOSS, COLLECTION
OR DISPOSITION OF COLLATERAL OR TO PROVIDE TO THE PURCHASERS A GUARANTEED RETURN
FROM THE COLLECTION OR DISPOSITION OF COLLATERAL, OR (1) TO THE EXTENT DEEMED
APPROPRIATE BY THE PURCHASERS, TO OBTAIN THE SERVICES OF OTHER BROKERS,
INVESTMENT BANKERS, CONSULTANTS AND OTHER PROFESSIONALS TO ASSIST THE PURCHASERS
IN THE COLLECTION OR DISPOSITION OF ANY OF THE COLLATERAL. THE GRANTORS
ACKNOWLEDGE THAT THE PURPOSE OF THIS §18 IS TO PROVIDE NON-EXHAUSTIVE
INDICATIONS OF WHAT ACTIONS OR OMISSIONS BY THE PURCHASERS WOULD NOT BE
COMMERCIALLY UNREASONABLE IN THE PURCHASERS' EXERCISE OF REMEDIES AGAINST THE
COLLATERAL AND THAT OTHER ACTIONS OR OMISSIONS BY THE PURCHASERS SHALL NOT BE
DEEMED COMMERCIALLY UNREASONABLE