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
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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.
GRANTOR ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION 7(C) 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 7(C).
WITHOUT LIMITATION UPON THE FOREGOING, NOTHING CONTAINED
IN THIS SECTION 7(C) SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO GRANTOR OR TO
IMPOSE ANY DUTIES ON AGENT THAT WOULD NOT HAVE BEEN GRANTED OR IMPOSED BY THIS
SECURITY AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF THIS SECTION 7(C).
(D)
NEITHER THE AGENT NOR THE LENDERS SHALL BE
REQUIRED TO MAKE ANY DEMAND UPON, OR PURSUE OR EXHAUST ANY OF THEIR RIGHTS OR
REMEDIES AGAINST, GRANTOR, ANY OTHER OBLIGOR, GUARANTOR, PLEDGOR OR ANY OTHER
PERSON WITH RESPECT TO THE PAYMENT OF THE OBLIGATIONS OR TO PURSUE OR EXHAUST
ANY OF THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL THEREFOR OR ANY
DIRECT OR INDIRECT GUARANTEE THEREOF.
NEITHER THE AGENT NOR THE LENDERS SHALL
BE REQUIRED TO MARSHAL THE COLLATERAL OR ANY GUARANTEE OF THE OBLIGATIONS OR TO
RESORT TO THE COLLATERAL OR ANY SUCH GUARANTEE IN ANY PARTICULAR ORDER, AND ALL
OF ITS AND THEIR RIGHTS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE
CUMULATIVE.
TO THE EXTENT IT MAY LAWFULLY DO SO, GRANTOR ABSOLUTELY AND
IRREVOCABLY WAIVES AND RELINQUISHES THE BENEFIT AND ADVANTAGE OF, AND COVENANTS
NOT TO ASSERT AGAINST THE AGENT OR ANY LENDER, ANY VALUATION, STAY,
APPRAISEMENT, EXTENSION, REDEMPTION OR SIMILAR LAWS AND ANY AND ALL RIGHTS OR
DEFENSES IT MAY HAVE AS A SURETY NOW OR HEREAFTER EXISTING WHICH, BUT FOR THIS
PROVISION, MIGHT BE APPLICABLE TO THE SALE OF ANY COLLATERAL MADE UNDER THE
JUDGMENT, ORDER OR DECREE OF ANY COURT, OR PRIVATELY UNDER THE POWER OF SALE
CONFERRED BY THIS SECURITY AGREEMENT, OR OTHERWISE.
8.
GRANT OF LICENSE TO USE INTELLECTUAL
PROPERTY COLLATERAL.
FOR THE PURPOSE OF ENABLING AGENT TO EXERCISE RIGHTS AND
REMEDIES UNDER SECTION 7 HEREOF (INCLUDING, WITHOUT LIMITING THE TERMS OF
SECTION 7 HEREOF, IN ORDER TO TAKE POSSESSION OF, HOLD, PRESERVE, PROCESS,
ASSEMBLE, PREPARE FOR SALE, MARKET FOR SALE, SELL OR OTHERWISE DISPOSE OF
COLLATERAL) AT SUCH TIME AS AGENT SHALL BE LAWFULLY ENTITLED TO EXERCISE SUCH
RIGHTS AND REMEDIES, GRANTOR