Common use of Commercial Reasonableness Clause in Contracts

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (a) to fail to incur expenses reasonably deemed necessary or appropriate by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Body or other third party for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as any Loan 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 Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender the Secured Party to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law)manner, each Loan Party Debtor acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender the Secured Party (ai) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender 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, (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 consents of any Governmental Body governmental or other 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, secondary obligors 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 any Loan Partythe Debtors, for expressions of interest in acquiring all or any portion of the Collateral, (gvi) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (hvii) 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, (iviii) to dispose of assets in wholesale rather than retail markets, (jix) to disclaim disposition warranties, (kx) to purchase insurance or credit enhancements to insure Agent or Lenders the Secured Party against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders the Secured Party a guaranteed return from the collection or disposition of Collateral, or (lxi) to the extent deemed appropriate by Agentthe Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent the Secured Party in the collection or disposition of any of the Collateral. Each Loan Party Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender the Secured Party would not be commercially unreasonable fulfill the Secured Party’s duties under the UCC in the Secured Party’s exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender the Secured Party shall not be deemed commercially unreasonable to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation of upon the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party the Debtors or to impose any duties on Agent or Lenders the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Commercial Reasonableness. To the extent that applicable law Law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law)manner, each Loan Party Grantor acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (ai) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender to prepare Collateral for disposition or otherwise 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 lawLaw, to fail to obtain consents of any Governmental Body governmental or other 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, secondary obligors Account Debtors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (div) 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, (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 any Loan Partysuch Grantor, for expressions of interest in acquiring all or any portion of the such 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 capacity 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, such as title, possession or quiet enjoyment, (kxi) to purchase insurance or credit enhancements to insure Agent or Lenders Lender against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders Lender a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by AgentXxxxxx, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent Lender in the collection or disposition of any of the Collateral. Each Loan Party Grantor acknowledges that the purpose of this Section 8(c) is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender Xxxxxx would not be commercially unreasonable in the Lender’s exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 8(c). Without limitation limiting the generality of the foregoing, nothing contained in this Section 8(c) shall be construed to grant any rights to any Loan Party Grantor or to impose any duties on Agent or Lenders Lender that would not have been granted or imposed by this Security Agreement or by applicable law Law in the absence of this SectionSection 8(c).

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law)manner, each Loan Party Borrower acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (a) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any the Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Body governmental or other 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, secondary obligors Purchasers or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors Purchasers 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 any Loan PartyBorrower, for expressions of interest in acquiring all or any portion of the such 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 capacity 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, such as title, possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure Agent or Lenders the Lender against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agent, Lender to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Loan Party Borrower acknowledges that the purpose of this Section 8.9 is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the Lender's exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 8.9. Without limitation of upon the foregoing, nothing contained in this Section 8.9 shall be construed to grant any rights to any Loan Party Borrower or to impose any duties on Agent or Lenders Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this SectionSection 8.9.

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (a1) to fail to incur expenses reasonably deemed necessary or appropriate by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b2) 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 consents of any Governmental Body or other third party for the collection or disposition of Collateral to be collected or disposed of, (c3) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (d4) 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, (e5) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f6) to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of the Collateral, (g7) 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) 8) 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, (i9) to dispose of assets in wholesale rather than retail markets, (j10) to disclaim disposition warranties, (k11) to purchase insurance or credit enhancements to insure Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (l12) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (aiv) to fail to incur expenses reasonably deemed necessary or appropriate by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (bv) 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 consents of any Governmental Body or other third party for the collection or disposition of Collateral to be collected or disposed of, (cvi) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (dvii) 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, (eviii) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fix) to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of the Collateral, (gx) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (hxi) 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, (ixii) to dispose of assets in wholesale rather than retail markets, (jxiii) to disclaim disposition warranties, (kxiv) to purchase insurance or credit enhancements to insure Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (lxv) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.. 136

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (a) to fail to incur expenses reasonably deemed necessary or appropriate by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Body or other third party for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) except in connection with an Article 9 UCC Sale or any comparable provision under the PPSA 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 any Loan 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 Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (a) to fail to incur expenses reasonably deemed necessary or appropriate by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Body or other third party for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as any Loan 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 Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.. ARTICLE XXIII

Commercial Reasonableness. To the extent that applicable law Applicable Law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (am) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (bn) 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 consents of any Governmental Body Authority or other third party for the collection or disposition of Collateral to be collected or disposed of, (co) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons persons obligated on Collateral or to remove Liens liens or encumbrances on or any adverse claims against Collateral, (dp) 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, (eq) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fr) to contact other Personspersons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of the Collateral, (gs) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (ht) 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, (iu) to dispose of assets in wholesale rather than retail markets, (jv) to disclaim disposition warranties, (kw) to purchase insurance or credit enhancements to insure Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (lx) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law Applicable Law in the absence of this Section.

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law)manner, each Loan Party Grantor acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (ai) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender to prepare Collateral for disposition or otherwise 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 consents of any Governmental Body governmental or other 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, secondary obligors Account Debtors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (div) 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, (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 any Loan Partysuch Grantor, for expressions of interest in acquiring all or any portion of the such 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 capacity 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, such as title, possession or quiet enjoyment, (kxi) to purchase insurance or credit enhancements to insure Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party Grantor acknowledges that the purpose of this Section 8(c) is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the Agent’s exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 8(c). Without limitation limiting the generality of the foregoing, nothing contained in this Section 8(c) shall be construed to grant any rights to any Loan Party Grantor or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 8(c).

Commercial Reasonableness. To the extent that applicable law Law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law)manner, each Loan Party Grantor acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (ai) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender to prepare Collateral for disposition or otherwise 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 Collateral to be disposed of, or to obtain or, if not required by other lawLaw, to fail to obtain consents of any Governmental Body governmental or other 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, secondary obligors Account Debtors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (div) 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, (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 any Loan Partysuch Grantor, for expressions of interest in acquiring all or any portion of the such 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 capacity 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, such as title, possession or quiet enjoyment, (kxi) to purchase insurance or credit enhancements to insure Agent or Lenders Lender against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders Lender a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by AgentXxxxxx, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent Xxxxxx in the collection or disposition of any of the Collateral. Each Loan Party Grantor acknowledges that the purpose of this Section 8(c) is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender Xxxxxx would not be commercially unreasonable in the Lender’s exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 8(c). Without limitation limiting the generality of the foregoing, nothing contained in this Section 8(c) shall be construed to grant any rights to any Loan Party Grantor or to impose any duties on Agent or Lenders Lender that would not have been granted or imposed by this Security Agreement or by applicable law Law in the absence of this SectionSection 8(c).

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender the Secured Party to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law)manner, each Loan Party the Maker acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender the Secured Party (ai) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender 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, (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 consents of any Governmental Body governmental or other 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, secondary obligors 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 any Loan Partythe Maker, for expressions of interest in acquiring all or any portion of the Collateral, (gvi) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (hvii) 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, (iviii) to dispose of assets in wholesale rather than retail markets, (jix) to disclaim disposition warranties, (kx) to purchase insurance or credit enhancements to insure Agent or Lenders the Secured Party against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders the Secured Party a guaranteed return from the collection or disposition of Collateral, or (lxi) to the extent deemed appropriate by Agentthe Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent the Secured Party in the collection or disposition of any of the Collateral. Each Loan Party Maker acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender the Secured Party would not be commercially unreasonable fulfill the Secured Party’s duties under the UCC in the Secured Party’s exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender the Secured Party shall not be deemed commercially unreasonable to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation of upon the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party the Maker or to impose any duties on Agent or Lenders the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (a) to fail to incur expenses reasonably deemed necessary or appropriate significant by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Body Authority or other third party for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons persons obligated on Collateral or 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 any Loan 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 Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

Commercial Reasonableness. To Neither the extent that applicable law imposes duties on Agent or nor any Lender shall have any obligation to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees i) clean-up or otherwise prepare the Collateral for sale if the Agent determines that it is not commercially unreasonable for Agent beneficial to do so or any Lender (a) if its costs to fail do so outweigh the benefits expected to incur expenses reasonably deemed necessary or appropriate by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for dispositionbe received thereby, (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 consents of any Governmental Body governmental or other 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, secondary obligors Account Debtors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (div) 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, (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 any Loan Partythe Debtor, for expressions of interest in acquiring all or any portion of the such 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 capacity 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, such as title, possession, or quiet enjoyment, (kxi) to purchase insurance or credit enhancements to insure the Agent or Lenders against risks of loss, collection collection, or disposition of Collateral or to provide to the Agent or Lenders a guaranteed return from the collection or disposition of Collateral, or (lxii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants consultants, and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Loan Party The Debtor acknowledges that the purpose of this Section 5.1(i) is to provide non-exhaustive indications of what actions or omissions by the Agent or any Lender would not be commercially unreasonable in the Agent's exercise by Agent or any Lender of remedies against the Collateral and that other actions or omissions by the Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 5.1(i). Without limitation of limiting the foregoing, nothing contained in this Section 5.1(i) shall be construed to grant any rights to any Loan Party the Debtor or to impose any duties on the Agent or Lenders that would not have been granted or imposed by this Security Agreement or by applicable requirements of law and regulations in the absence of this SectionSection 5.1(i).

Commercial Reasonableness. To the extent that applicable law imposes duties on Agent or any the Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent or any the Lender (a) to fail to incur expenses reasonably deemed necessary or appropriate by Agent or any the Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Body or other third party for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors, secondary obligors or other Persons obligated on Collateral or to remove Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as any Loan 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 Agent or Lenders the Lender against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agentthe Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent the Lender in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any the Lender would not be commercially unreasonable in the exercise by Agent or any the Lender of remedies against the Collateral and that other actions or omissions by Agent or any the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to any Loan Party or to impose any duties on Agent or Lenders the Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.