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.
To the extent permitted by law, 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 reasonable
attorneys' fees or other expenses incurred by Agent or any Lender to collect
such deficiency.
(B)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, GRANTOR HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST OR ANY NOTICE (TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) OF ANY KIND IN CONNECTION WITH THIS
SECURITY AGREEMENT OR ANY COLLATERAL.
(C)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES
DUTIES ON AGENT TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER,
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)
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 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 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 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.
GRANTOR ACKNOWLEDGES THAT