Common use of Standards for Exercising Rights and Remedies Clause in Contracts

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor the Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Guarantor, for expressions of interest in acquiring all all, or any portion of 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection collection, or disposition of of, any of the Collateral. Debtor The Guarantor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Partythe Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor the Guarantor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (ai) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (bii) 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, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (div) 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, (ev) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) 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, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC PPSA in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lenders to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lenders: (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lenders to prepare Collateral for disposition or otherwise to fail 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 fail 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, (fd) to contact other persons, whether or not in the same business as Debtorthe Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (ge) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (hf) to dispose of Collateral by utilizing using 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, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (li) to the extent deemed appropriate by Secured Partythe Lenders, to obtain the services of other brokers, investment bankersconsultants, consultants and other professionals to assist Secured Party the Lenders in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lenders would fulfill Secured Party’s the Lenders’ duties under the UCC Code or the Uniform Commercial Code of any other relevant jurisdiction in Secured Party’s the Lenders’ exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lenders shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 Persons obligated on Collateral or to fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons Persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other personsPersons, whether or not in the same business as Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is shall not be deemed commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 Account Debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 7 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC or other applicable law in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 7. Without limitation upon the foregoing, nothing contained in this Section 7 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 7.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtoreach 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 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 Secured Party against risks risk of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section 5.02 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC or the Uniform Commercial Code as in effect in other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.02. Without limitation upon the foregoing, nothing contained in this Section 5.02 shall be construed to grant any rights to Debtor each Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.02.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes laws impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent, if an Event of Default has occurred and is continuing and the Collateral Agent is exercising remedies in accordance with this Agreement, (ai) to fail not to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail 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, (cii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (diii) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (eiv) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fv) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvi) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hvii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iviii) to dispose of assets in wholesale rather than retail markets, (jix) to disclaim or modify disposition warranties, (kx) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxi) to the extent reasonably deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other applicable laws of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Guarantor, for expressions of interest in acquiring all all, or any portion of 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 Secured Party the Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection collection, or disposition of of, any of the Collateral. Debtor The Guarantor acknowledges that the purpose of this Section §16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Partythe Lender’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§16. Without limitation upon the foregoing, nothing contained in this Section §16 shall be construed to grant any rights to Debtor the Guarantor or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 14. Without limitation upon the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor but subject at all times to the terms of any applicable Intercreditor Agreement, the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor the Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorthe Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged 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 assetsPledged Collateral, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor The Pledgor acknowledges that the purpose of this Section 6.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 6.4. Without limitation upon limiting the foregoing, nothing contained in this Section 6.4 shall be construed to grant any rights to Debtor the Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 6.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor but subject at all times to the terms of the Intercreditor Agreement, the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 Debtorsuch 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 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 Secured Party the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Administrative Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section §16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would fulfill Secured Partythe Administrative Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§16. Without limitation upon the foregoing, nothing contained in this Section §16 shall be construed to grant any rights to Debtor any Grantor or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each of Group and Operating acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral 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 fail 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, (fe) to contact other persons, whether or not in the same business as the Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (gf) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hg) 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, (ih) to dispose of assets in wholesale rather than retail markets, (ji) to disclaim disposition warranties, (kj) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (lk) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 13 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 13. Without limitation upon the foregoing, nothing contained in this Section 13 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 13.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Operations Agent to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Operations Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Operations Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 Debtorthe Borrower, 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 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 Secured Party the Operations Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Operations Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Operations Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Operations Agent in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Operations Agent would fulfill Secured Partythe Operations Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Operations Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Operations Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Operations Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 Debtorthe Company, 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 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section Sec.16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Party’s the Agent's duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Party’s the Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSec.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe 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 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 Secured Party the Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (l1) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor The Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Partythe Lender’s duties under the UCC of the State or any other relevant jurisdiction in Secured Partythe Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Grantor or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor the Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Guarantor, for expressions of interest in acquiring all all, or any portion of 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection collection, or disposition of of, any of the Collateral. Debtor The Guarantor acknowledges that the purpose of this Section §16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Partythe Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§16. Without limitation upon the foregoing, nothing contained in this Section §16 shall be construed to grant any rights to Debtor the Guarantor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged 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 assetsPledged Collateral, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Borrower Party acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtora Borrower Party, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Each Borrower Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor any Borrower Party or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 Debtorsuch 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 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 Secured Party the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Administrative Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section §16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would fulfill Secured Partythe Administrative Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§16. Without limitation upon the foregoing, nothing contained in this Section §16 shall be construed to grant any rights to Debtor the Grantors or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Debtor Borrower and each Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party Lender to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 DebtorBorrower or Guarantors, 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 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 Secured Party Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Debtor Borrower and each Guarantor acknowledges that the purpose of this Section 12.3 is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would fulfill Secured Party’s Lender duties under the UCC Uniform Commercial Code or any other relevant jurisdiction in Secured PartyLender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 12.3. Without limitation upon the foregoing, nothing contained in this Section 12.3 shall be construed to grant any rights to Debtor Borrower or any Guarantor or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 12.3.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes laws impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawapplicable laws, to fail to obtain consents for governmental authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent reasonably deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other applicable laws of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral 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 fail 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 Debtoreach 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 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 Secured Party against risks risk of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section 5.02 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC or the Uniform Commercial Code as in effect in other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.02. Without limitation upon the foregoing, nothing contained in this Section 5.02 shall be construed to grant any rights to Debtor each Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.02.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s 's duties under the UCC in Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l1) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorsuch 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor any Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14. Subject to the foregoing, the Secured Party agrees to use its commercially reasonable efforts to foreclose only on such Collateral that may be required at any time to cure an Event of Default, which has occurred and is continuing (inclusive of the Secured Party’s right to foreclose upon the acceleration of all the Obligations under any of the Transaction Documents.) Provided, however, each Grantor acknowledges that there may be proceeds from any such foreclosure in excess of the Obligations due to the nature of the Collateral foreclosed on or the net proceeds received by the Secured Party for the disposition of any particular portion of the Collateral in any auction or other sale from any third party.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Debtor Pledgor acknowledges and agrees that it is not commercially unreasonable under the proper circumstances for Secured Party Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 DebtorPledgor, 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 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 Secured Party Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Debtor Pledgor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties Lender could be considered commercially reasonable under the UCC or other law of any other relevant jurisdiction in Secured PartyLender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon limiting the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Pledgor or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 Debtorsuch Grantor, for expressions of interest in acquiring all all, or any portion of 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 Secured Party the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor any Grantor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Company, 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 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 Secured Party the Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §12 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Partythe Lender’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§12. Without limitation upon the foregoing, nothing contained in this Section §12 shall be construed to grant any rights to Debtor the Company or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§12.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 9.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (ai) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (bii) 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, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (div) 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, (ev) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) 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, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 7(c).

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, Collateral or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorsuch Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor any Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes laws impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawapplicable laws, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other applicable laws of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender: (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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, (fd) to contact other persons, whether or not in the same business as Debtorthe Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (ge) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hf) to dispose of Collateral by utilizing using 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, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (li) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankersconsultants, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Partythe Lender’s duties under the UCC Code of New York or any other relevant jurisdiction in Secured Partythe Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s 's duties under the UCC in Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes laws impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawapplicable laws, to fail to obtain consents for governmental authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral solely through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers of general experience to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other applicable laws of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed significant by Secured Party the Bank to prepare Collateral 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 fail 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 Debtorthe Borrower, 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 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 Secured Party the Bank against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Bank a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Bank in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would fulfill Secured Party’s the Bank's duties under the UCC Uniform Commercial Code or other law of any relevant jurisdiction in Secured Party’s the Bank's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Bank shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon limiting the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 DebtorGuarantor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Guarantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Guarantor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Us to exercise remedies in a commercially reasonable manner, Debtor acknowledges You acknowledge and agrees agree that it is not commercially unreasonable for Secured Party Us (a) to fail to incur expenses reasonably deemed significant by Secured Party Us to prepare Collateral for disposition or otherwise to fail 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 Persons obligated on Collateral or to fail to remove liens Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons 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 personsPersons, whether or not in the same business as DebtorYou, 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 collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet 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 Secured Party Us against risks of loss, collection or disposition of Collateral or to provide to Secured Party Us a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyUs, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Us in the collection or disposition of any of the Collateral. Debtor acknowledges You acknowledge that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Us would fulfill Secured Party’s Our duties under the UCC or other law of California or any other relevant jurisdiction in Secured Party’s Our exercise of remedies against the Collateral and that other actions or omissions by Secured Party Us shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor You or to impose any duties on Secured Party Us that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third third-party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State of New York or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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, or (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 14. Without limitation upon the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l1) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State of Utah or any other relevant jurisdiction in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent, in the exercise of such remedies in accordance with all other terms hereof, (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, subject to their compliance with applicable Legal Requirements, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirement of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the 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 Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§14. Without limitation upon the foregoing, nothing contained in this Section §14 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§14. Subject to the foregoing, the Secured Party agrees to use its commercially reasonable efforts to foreclose only on such Collateral that may be required at any time to cure an Event of Default, which has occurred and is continuing (inclusive of the Secured Party’s right to foreclose upon the acceleration of all the Obligations under any of the Transaction Documents.) Provided, however, each Grantor acknowledges that there may be proceeds from any such foreclosure in excess of the Obligations due to the nature of the Collateral foreclosed on or the net proceeds received by the Secured Party for the disposition of any particular portion of the Collateral in any auction or other sale from any third party.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section 27 is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC or other applicable law in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 27. Without limitation upon the foregoing, nothing contained in this Section 27 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 27.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor the Maker acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (asolely as a result of any one or more of the following): (i) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, ; (bii) 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, ; (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, ; (div) 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, ; (ev) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, ; (fvi) to contact other persons, whether or not in the same business as Debtorthe Maker, for expressions of interest in acquiring all or any portion of the Collateral, ; (gvii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, ; (hviii) 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, ; (iix) to dispose of assets in wholesale rather than retail markets, ; (jx) to disclaim disposition warranties, ; (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or ; or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Collateral. Debtor The Maker acknowledges that the purpose of this Section 13(b) is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Party’s duties under not be commercially unreasonable in the UCC in Secured PartyCollateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties commercially unreasonable solely on account of not being indicated in this SectionSection 13(b). Without limitation upon the foregoing, nothing contained in this Section 13(b) shall be construed to grant any rights to Debtor the Maker or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 13(b).

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Debtor Grantor acknowledges and agrees that it is not commercially unreasonable under the proper circumstances for Secured Party Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 DebtorGrantor, 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 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 Secured Party Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Debtor Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties Lender could be considered commercially reasonable under the UCC or other law of any other relevant jurisdiction in Secured PartyLender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon limiting the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Grantor or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Trustee to exercise remedies in a commercially reasonable manner, Debtor the Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Trustee (a) to fail to incur expenses reasonably deemed significant by Secured Party the Trustee to prepare Collateral 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 the Grantor on Collateral or to fail 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 the Grantor with respect to the 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 personsPersons, whether or not in the same business as Debtorthe 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 collateral is of a specialized nature, or (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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Trustee, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Trustee in the collection or disposition of any of the Collateral. Debtor The Grantor acknowledges that the purpose of this Section 5.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Trustee would fulfill Secured Party’s the Trustee's duties under the UCC or other law of the State of New York or any other relevant jurisdiction in Secured Party’s the Trustee's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Trustee shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.4. Without limitation upon the foregoing, nothing contained in this Section 5.4 shall be construed to grant any rights to Debtor the Grantor or to impose any duties on Secured Party the Trustee that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, for expressions of interest in acquiring all or any portion of the CollateralCollateral without disclosing confidential information of Debtor to such persons, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l1) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section 12 is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 12. Without limitation upon the foregoing, nothing contained in this Section 12 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 12.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Bank to exercise remedies in a commercially reasonable manner, Debtor each Obligor acknowledges and agrees that it is not commercially unreasonable for Secured Party Bank (a) to fail to incur expenses reasonably deemed significant by Secured Party Bank to prepare any Collateral for disposition or otherwise to fail 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 any 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 any Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors Account Debtors or other persons Persons obligated on any Collateral or to fail to remove liens Liens or encumbrances on or any adverse claims against any Collateral, (d) to exercise collection remedies against account debtors Account Debtors and other persons Persons obligated on any Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of any Collateral through publications or media of general circulation, whether or not the such Collateral is of a specialized nature, (f) to contact other personsPersons, whether or not in the same business as Debtorany Obligor, for expressions of interest in acquiring all or any portion of the any Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of any Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the such 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 Secured Party Bank against risks of loss, collection or disposition of any Collateral or to provide to Secured Party Bank a guaranteed return from the collection or disposition of any Collateral, or (l) to the extent deemed appropriate by Secured PartyBank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Bank in the collection or disposition of any of the any Collateral. Debtor Each Obligor acknowledges that the purpose of this Section 9.7 is to provide non-exhaustive indications of what actions or omissions by Secured Party Bank would fulfill Secured PartyBank’s duties under the UCC or other law of the State of New York or any other relevant jurisdiction in Secured PartyBank’s exercise of remedies against the any Collateral and that other actions or omissions by Secured Party Bank shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 9.7. Without limitation upon the foregoing, nothing contained in this Section 9.7 shall be construed to grant any rights to Debtor any Obligor or to impose any duties on Secured Party Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 9.7.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third 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 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 fail 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 Debtorbusiness, each 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 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 Secured Party against risks risk of loss, collection or disposition of Collateral Collateral, or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section 5.02 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC or the Uniform Commercial Code as in effect in other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.02. Without limitation upon the foregoing, nothing contained in this Section 5.02 shall be construed to grant any rights to Debtor each Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.02.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (ai) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (bii) 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, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (div) 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, (ev) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as DebtorGuarantor, for expressions of interest in acquiring all or any portion of the Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) 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, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Guarantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Guarantor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail 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 Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors Account Debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (d) to exercise collection remedies against account debtors Account Debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged 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 or modify disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (l) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 9.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the state or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 9.4. Without limitation upon limiting the foregoing, nothing contained in this Section 9.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 9.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (aParty: xvi) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b; xvii) 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; xviii) to fail to exercise collection remedies against account debtors or other persons Persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d; xix) to exercise collection remedies against account debtors and other persons Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e; xx) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f; xxi) to contact other personsPersons, whether or not in the same business as the Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g; xxii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (h; xxiii) 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; xxiv) to dispose of assets in wholesale rather than retail markets, (j; xxv) to disclaim disposition warranties, (k; xxvi) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, Collateral or (lxxvii) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 5.04 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code or other law or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.04. Without limitation upon the foregoing, nothing contained in this Section 5.04 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.04.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Company and each Guarantor each acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Company or any Guarantor, 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 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 Secured Party the Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor acknowledges The Company and each Guarantor acknowledge that the purpose of this Section section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Party’s the Lender's duties under the UCC Uniform Commercial Code of the State or the applicable laws of any other relevant jurisdiction in Secured Party’s the Lender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Sectionsection 16. Without limitation upon the foregoing, nothing contained in this Section section 16 shall be construed to grant any rights to Debtor the Company or any Guarantor or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Sectionsection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Investor to exercise remedies in a commercially reasonable manner, Debtor each Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Investor: (a) to fail to incur expenses reasonably deemed significant by Secured Party the Investor to prepare Collateral for disposition or otherwise to fail 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 Persons obligated on Collateral or to fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, , (d) to exercise collection remedies against account debtors and other persons 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 personsPersons, whether or not in the same business as Debtorany Company, 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 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 Secured Party the Investor against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Investor a guaranteed return from the collection or disposition of Collateral, or or (l) to the extent deemed appropriate by Secured Partythe Investor, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Investor in the collection or disposition of any of the Collateral. Debtor Each Company acknowledges that the purpose of this Section 13.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Investor would fulfill Secured Partythe Investor’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Investor’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Investor shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 13.4. Without limitation upon the foregoing, nothing contained in this Section 13.4 shall be construed to grant any rights to Debtor any Company or to impose any duties on Secured Party the Investor that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 13.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Agent or the Secured Party Parties to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Agent or the Secured Party Parties (a) to fail to incur expenses reasonably deemed significant by Secured Party such party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third 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 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 Account Debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors 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 such Debtor, 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 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 Secured Party Parties against risks of loss, collection or disposition of Collateral or to provide to the Secured Party Parties a guaranteed return from the collection or disposition of Collateral, or (l1) to the extent deemed appropriate by Secured PartyAgent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party Agent would fulfill Secured PartyAgent’s duties under the UCC Code or other law of New York or any other relevant jurisdiction in Secured PartyAgent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to any Debtor or to impose any duties on Secured Party Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Bank to exercise remedies in a commercially reasonable manner, Debtor LMT acknowledges and agrees that it is not commercially unreasonable for Secured Party Bank (a) to fail to incur expenses reasonably deemed significant by Secured Party Bank to prepare Pledged Collateral for disposition, (b) to fail to obtain third party consents for access to Pledged 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 Pledged Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons Persons obligated on Pledged Collateral or to fail to remove liens or encumbrances Liens on or any adverse claims against Pledged Collateral, (d) to exercise collection remedies against account debtors and other persons Persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (f) to contact other personsPersons, whether or not in the same business as DebtorLMT, 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 Pledged Collateral, whether or not the Pledged Collateral is of a specialized nature, (h) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets properties of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assetssellers, (i) to dispose of assets property in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party Bank against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party Bank a guaranteed return from the collection or disposition of Pledged Collateral, or (l) to the extent deemed appropriate by Secured PartyBank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Bank in the collection or disposition of any of the Pledged Collateral. Debtor LMT acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Bank would fulfill Secured PartyBank’s duties under the UCC Uniform Commercial Code or other law of any other relevant jurisdiction in Secured PartyBank’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party Bank shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon limiting the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor LMT or to impose any duties on Secured Party Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Debtor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 DebtorBorrower, 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 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 decline to provide credit to any potential purchaser of the Collateral in connection with Lender’s disposition of the Collateral, (k) to disclaim disposition warranties, (kl) to purchase insurance or credit enhancements to insure Secured Party Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party Lender a guaranteed return from the collection or disposition of Collateral, or (lm) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Debtor Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would fulfill Secured Partysatisfy Lender’s duties under the UCC in Secured PartyLender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed to fail to fulfill satisfy such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law Law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, Debtor each of the Grantors acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens 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 Debtorthe Grantors, 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, Collateral whether or not the Collateral collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet 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 Secured Party the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Administrative Agent in the collection or disposition of any of the Collateral. Debtor Each of the Grantors acknowledges that the purpose of this Section 17 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would fulfill Secured Party’s duties under not be commercially unreasonable in the UCC in Secured PartyAdministrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent shall not be deemed to fail to fulfill such duties commercially unreasonable solely on account of not being indicated in this SectionSection 17. Without limitation upon the foregoing, nothing contained in this Section 17 shall be construed to grant any rights to Debtor the Grantors or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable law Law in the absence of this SectionSection 17.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 Guarantors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors Guarantors 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 DebtorGuarantor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Guarantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Guarantor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Collateral Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party Collateral Agent to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyCollateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Collateral Agent in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section 17 is to provide non-exhaustive indications of what actions or omissions by Secured Party Collateral Agent would fulfill Secured PartyCollateral Agent’s duties under the UCC Uniform Commercial Code or other law of the State of Utah or any other relevant jurisdiction in Secured PartyCollateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 17. Without limitation upon the foregoing, nothing contained in this Section 17 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 17.

Standards for Exercising Rights and Remedies. To the extent that applicable law Applicable Law imposes duties on Secured Party Factor to exercise remedies in a commercially reasonable manner, Debtor Client acknowledges and agrees that it is not commercially unreasonable for Secured Party Factor (a) to fail to incur expenses reasonably deemed significant by Secured Party Factor to prepare Collateral for disposition or otherwise to fail 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 Customers or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors Customers 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 DebtorClient, 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 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 decline to provide credit to any potential purchaser of the Collateral in connection with Factor’s disposition of the Collateral, (k) to disclaim disposition warranties, (kl) to purchase insurance or credit enhancements to insure Secured Party Factor against risks of loss, collection or disposition of Collateral or to provide to Secured Party Factor a guaranteed return from the collection or disposition of Collateral, or (lm) to the extent deemed appropriate by Secured PartyFactor, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Factor in the collection or disposition of any of the Collateral. Debtor Client acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Factor would fulfill Secured Partysatisfy Factor’s duties under the UCC in Secured PartyFactor’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Factor shall not be deemed to fail to fulfill satisfy such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Client or to impose any duties on Secured Party Factor that would not have been granted or imposed by this Agreement or by applicable law Applicable Law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Borrower, for expressions of interest in acquiring all all, or any portion of 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection collection, or disposition of of, any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section §16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Partythe Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§16. Without limitation upon the foregoing, nothing contained in this Section §16 shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Obligor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to fail 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 fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons 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 personsPersons, whether or not in the same business as Debtorany of the Obligors, 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 Secured Party the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Collateral. Debtor Each Obligor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor any Obligor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. (a) To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Noteholder Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Noteholder Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Noteholder Collateral Agent to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) 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, or to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons Persons obligated on Collateral or to fail to remove liens Liens or encumbrances on or any adverse claims against Collateral, (div) to exercise collection remedies against account debtors and other persons Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fvi) to contact other personsPersons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Collateral by utilizing Internet 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, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Noteholder Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Noteholder Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Noteholder Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Noteholder Collateral Agent in the collection or disposition of any of the Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 9.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Noteholder Collateral Agent would fulfill Secured Partythe Noteholder Collateral Agent’s duties under the UCC or other Legal Requirement of the State of New York or any other relevant jurisdiction in Secured Partythe Noteholder Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Noteholder Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 9.4. Without limitation upon limiting the foregoing, nothing contained in this Section 9.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Noteholder Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 9.4. (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in Legal Requirements, the Noteholder Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who meet the requirements of a Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Noteholder Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable Legal Requirements, the Noteholder Collateral Agent shall have no obligation to engage in public sales. (c) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the Noteholder Collateral Agent may be compelled, with respect to any sale or disposition of all or any part of the Securities Collateral and Investment Property, to limit purchasers to Persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Noteholder Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Noteholder Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. (d) Subject to the terms of the Intercreditor Agreement, if the Noteholder Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, then upon written request from the Noteholder Collateral Agent, the applicable Pledgor shall, and shall cause each issuer of Securities Collateral and Investment Property to be sold hereunder to, from time to time furnish to the Noteholder Collateral Agent all such information as the Noteholder Collateral Agent may request in order to determine the number and nature or interest, of securities or other instruments included in the Securities Collateral or Investment Property which may be sold by the Noteholder Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Noteholder Collateral Agent and other Secured Parties, that the Noteholder Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor the Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Grantor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor the Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC Uniform Commercial Code or other law of the State of Utah or any other relevant jurisdiction in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Napo acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral 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 fail 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 DebtorNapo, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Napo acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Napo or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 Account Debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors 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 Debtor, 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 7 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC or other applicable law in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 7. Without limitation upon the foregoing, nothing contained in this Section 7 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 7.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 the extent permitted by law, 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 Debtoreach 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 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 Secured Party against risks risk of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section 5.02 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.02. Without limitation upon the foregoing, nothing contained in this Section 5.02 shall be construed to grant any rights to Debtor each Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.02.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Company, 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 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 decline to provide credit to any potential purchaser of the Collateral in connection with Secured Party’s disposition of the Collateral, (k) to disclaim disposition warranties, (kl) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (lm) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill satisfy Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill satisfy such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Grantor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Debtor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 DebtorBorrower, 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 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 Secured Party Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Debtor Borrower acknowledges that the purpose of this Section Section16 is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would fulfill Secured Party’s Lender's duties under the UCC or any other relevant jurisdiction in Secured Party’s Lender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 Persons obligated on Collateral or to fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons 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 personsPersons, whether or not in the same business as Debtorthe Borrower, 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 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section 14 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Partythe Agent’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 14. Without limitation upon the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 14.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor each Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 Account Debtors or other persons Persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors Account Debtors and other persons 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 personsPersons, whether or not in the same business as Debtorthe Borrowers, 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 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Debtor Each Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Partythe Agent’s duties under the UCC Uniform Commercial Code or other law of any other relevant jurisdiction in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Borrowers or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent, in the exercise of such remedies in accordance with all other terms hereof, (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, subject to their compliance with applicable Legal Requirements, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes Legal Requirements impose duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (ai) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (bii) to fail to obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if not required by other lawLegal Requirements, to fail to obtain governmental consents for Governmental Authorities or third party consents parties for the collection or disposition of Pledged Collateral to be collected or disposed of, (ciii) to fail to exercise collection remedies against account debtors or other persons obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims against Pledged Collateral, (div) to exercise collection remedies against account debtors and other persons obligated on Pledged Collateral directly or through the use of collection agencies and other collection specialists, (ev) to advertise dispositions of Pledged Collateral through publications or media of general circulation, whether or not the Pledged Collateral is of a specialized nature, (fvi) to contact other persons, whether or not in the same business as Debtorany Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral, (gvii) to hire one or more professional auctioneers to assist in the disposition of Pledged Collateral, whether or not the Collateral collateral is of a specialized nature, (hviii) to dispose of Pledged Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (iix) to dispose of assets in wholesale rather than retail markets, (jx) to disclaim or modify disposition warranties, (kxi) to purchase insurance or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Pledged Collateral or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Pledged Collateral, or (lxii) to the extent deemed appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Pledged Collateral. Debtor acknowledges The Pledgors acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would fulfill Secured Partythe Collateral Agent’s duties under the UCC or other Legal Requirements of the State or any other relevant jurisdiction in Secured Partythe Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon limiting the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor any Pledgor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Legal Requirements in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor acknowledges the Borrowers acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account Account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account 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 Debtorany Borrower, 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 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 Secured Party the Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor acknowledges The Borrowers acknowledge that the purpose of this Section 8.4 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Partythe Lender’s duties under the UCC in Secured Partythe Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 8.4. Without limitation upon the foregoing, nothing contained in this Section 8.4 shall be construed to grant any rights to Debtor the Borrowers or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 8.4.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent: (a) to fail to incur expenses reasonably deemed significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to fail 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 Persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, ; (d) to exercise collection remedies against account debtors and other persons 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 personsPersons, whether or not in the same business as the Debtor, 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 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 Secured Party the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Administrative Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (l) to the extent deemed appropriate by Secured Partythe Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Administrative Agent in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 5.04 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would fulfill Secured Partythe Administrative Agent’s duties under the UCC Uniform Commercial Code or other law or any other relevant jurisdiction in Secured Partythe Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 5.04. Without limitation upon the foregoing, nothing contained in this Section 5.04 shall be construed to grant any rights to the Debtor or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 5.04.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 7 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the UCC Uniform Commercial Code or other applicable law in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 7. Without limitation upon the foregoing, nothing contained in this Section 7 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 7.

Standards for Exercising Rights and Remedies. To the extent that -------------------------------------------- applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtor, 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 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 Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail 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 Persons obligated on Collateral or to fail to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons Persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other personsPersons, whether or not in the same business as Debtorthe Company, 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 the Collateral, whether or not the Collateral collateral is of a specialized nature, (h) to dispose of the 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 Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section §15 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s 's duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s 's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§15. Without limitation upon the foregoing, nothing contained in this Section §15 shall be construed to grant any rights to Debtor the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§15.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Company, 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 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 Secured Party the Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would fulfill Secured Party’s the Agent's duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Party’s the Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor the Company or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lenders to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lenders: (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lenders to prepare Collateral for disposition or otherwise to fail 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 fail 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, (fd) to contact other persons, whether or not in the same business as Debtorthe Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (ge) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (hf) to dispose of Collateral by utilizing using 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, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (li) to the extent deemed appropriate by Secured Partythe Lenders, to obtain the services of other brokers, investment bankersconsultants, consultants and other professionals to assist Secured Party the Lenders in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lenders would fulfill Secured Party’s the Lenders’ duties under the UCC or the Uniform Commercial Code of any other relevant jurisdiction in Secured Party’s the Lenders’ exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lenders shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to fail 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 fail 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 72387200_3 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 Debtorsuch 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 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 Secured Party Parties against risks of loss, collection or disposition of Collateral or to provide to the Secured Party Parties a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Bank in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this Section 15 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would fulfill Secured Partythe Bank’s duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in Secured Partythe Bank’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Bank shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this SectionSection 15. Without limitation upon the foregoing, nothing contained in this Section 15 shall be construed to grant any rights to Debtor any Grantor or to impose any duties on the Bank or any other Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 15.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender: (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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, (fd) to contact other persons, whether or not in the same business as Debtorthe Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (ge) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral collateral is of a specialized nature, (hf) to dispose of Collateral by utilizing using 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, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (li) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankersconsultants, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Party’s the Lender's duties under the UCC Code of Florida or any other relevant jurisdiction in Secured Party’s the Lender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor the Borrower or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Company, 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 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 decline to provide credit to any potential purchaser of the Collateral in connection with Secured Party’s disposition of the Collateral, (k) to disclaim disposition warranties, (kl) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (lm) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor Grantor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party Parties to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Parties: (a) to fail to incur expenses reasonably deemed significant by Secured Party Parties to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, ; (b) to fail to obtain third 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 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 Persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, ; (d) to exercise collection remedies against account debtors and other persons 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 personsPersons, whether or not in the same business as Debtor, 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 collateral is of a specialized nature, ; (h) to dispose of Collateral by utilizing Internet 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 Secured Party Parties against risks of loss, collection collection, or disposition of Collateral or to provide to Secured Party Parties a guaranteed return from the collection or disposition of Collateral, ; or (l) to the extent deemed appropriate by Secured PartyParties, to obtain the services of other brokers, investment bankers, consultants consultants, and other professionals to assist Secured Party Parties in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section section 18 is to provide non-exhaustive indications of what actions or omissions by Secured Party Parties would fulfill Secured Party’s Parties’ duties under the UCC Uniform Commercial Code or other law of the State or any other relevant jurisdiction in Secured Party’s Parties’ exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall Parties will not be deemed to fail to fulfill such duties solely on account of not being indicated in this Sectionsection 18. Without limitation upon the foregoing, nothing Nothing contained in this Section shall section 18 will be construed to grant any rights to Debtor or to impose any duties on Secured Party Parties that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Sectionsection 18.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to fail 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 fail 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 Debtorthe Company, 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 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 Secured Party the Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Debtor [Specify other standards applicable to any specific type of Collateral.] The Company acknowledges that the purpose of this Section §16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would fulfill Secured Partythe Lender’s duties under the UCC Uniform Commercial Code of the State or any other relevant jurisdiction in Secured Partythe Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section§16. Without limitation upon the foregoing, nothing contained in this Section §16 shall be construed to grant any rights to Debtor the Company or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section§16.