Common use of Standards for Exercising Remedies Clause in Contracts

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors 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 Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (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. Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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 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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur expenses deemed necessary by Secured Party 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 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 Grantors Customers 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 Grantors Customers 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 GrantorDebtor, 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, including any warranties of title, ; (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. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur expenses deemed necessary by Secured Party 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 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 Grantors Customers 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 Grantors Customers 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 GrantorDebtors, 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, including any warranties of title, ; (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. Grantor Each Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor Debtors 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 Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable reasonably manner, Grantor acknowledges Credit Parties hereby acknowledge and agrees agree that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims Liens against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorCredit Parties, 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, including any warranties of title, (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, Collateral or (l) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and or other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Grantor acknowledges Credit Parties further acknowledge that the purpose of this section Section 11.5 is to provide non-exhaustive indications of what actions acts or omissions by Secured Party Lender would not be commercially unreasonable in Secured Party's Lender’s exercise of remedies against the Collateral and that other actions acts or omissions by Secured Party Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 11.5. Without limitation upon the foregoing, nothing contained in this Section 11.5 shall be construed to grant any rights to Grantor Credit Parties or to impose any duties on Secured Party upon Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 11.5.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur expenses deemed necessary by Secured Party 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 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 Grantors 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 Grantors 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 GrantorDebtor, 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, including any warranties of title, ; (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. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Lenders to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lenders (a) to incur or fail to incur expenses reasonably deemed necessary by Secured Party the Lenders to prepare Collateral for disposition or otherwise to complete raw material or work-in-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, 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 Grantors 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 Grantors 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 Grantorthe Company, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire or fail 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party the Lenders against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Lenders a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Lenders, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lenders in the collection or disposition of any of the Collateral. Grantor The Company acknowledges that the purpose of this section Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lenders would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Company or to impose any duties on Secured Party the Lenders 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 Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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. Grantor The Company acknowledges that the purpose of this section Section 11 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionSection 11. Without limitation upon the foregoing, nothing contained in this Section 11 shall be construed to grant any rights to Grantor the Company 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 11.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor each Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe Borrowers (or any of them), 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, including any warranties of title, (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 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. Grantor Each Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrowers (or any of them) or to impose any duties on Secured Party the Bank 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Purchasers to exercise remedies in a commercially reasonable manner, Grantor acknowledges the Grantors acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Purchasers (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Purchasers to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party the Purchasers against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Purchasers a guaranteed return from the collection or disposition of Collateral, or (l1) to the extent deemed appropriate by Secured Partythe Purchasers, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Purchasers in the collection or disposition of any of the Collateral. Grantor acknowledges The Grantors acknowledge that the purpose of this section §18 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Purchasers would not be commercially unreasonable in Secured Party's the Purchasers’ exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Purchasers shall not be deemed commercially unreasonable solely on account of not being indicated in this Section§18. Without limitation upon the foregoing, nothing contained in this Section §18 shall be construed to grant any rights to Grantor the Grantors or to impose any duties on Secured Party the Purchasers that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section§18.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (dc) to exercise collection remedies against Account Grantors account debtors and other Persons persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ed) 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 Personspersons, whether or not in the same business as Grantorthe 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 is of a specialized nature, (hg) 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, (ih) to dispose of assets in wholesale rather than retail markets, (ji) to disclaim disposition warranties, including any warranties of title, (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. Grantor The Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable 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 Grantor 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 Section.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor acknowledges Borrowers acknowledge and agrees agree that it is not commercially unreasonable for Secured Party Lender (ai) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (div) to exercise collection remedies against Account Grantors 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 GrantorBorrowers, 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 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, including any warranties of title, (kxi) 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 (lxii) 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. Grantor acknowledges Borrowers acknowledge that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable 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 Grantor Borrowers or to impose any duties on Secured Party Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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 the 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, including warranties specifically to disclaim any warranties of titletitle or the like, (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. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable in Secured PartyLender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Bank to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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 the 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, including warranties specifically to disclaim any warranties of titletitle or the like, (k) to purchase insurance or credit enhancements to insure Secured Party Bank against risks of loss, collection or disposition of Collateral or to provide to Secured Party Bank a guaranteed return from the collection or disposition of 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 Collateral. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Bank would not be commercially unreasonable in Secured Party's Bank’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, . (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including including, without limitation, any warranties of title, (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 (l1) 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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Bank 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that that, subject to applicable law, it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including any warranties of title, (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 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. Grantor The Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Debtor or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Grantor acknowledges the Grantors acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, in each case after using commercially reasonable efforts, (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, in each case after using commercially reasonable efforts, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party the Agent's 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 (l1) 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. Grantor acknowledges The Grantors acknowledge that the purpose of this section Section 18 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionSection 18. Without limitation upon the foregoing, nothing contained in this Section 18 shall be construed to grant any rights to Grantor the Grantors or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 18.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to incur or fail to incur expenses reasonably deemed necessary by Secured Party the Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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, 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 Grantors 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 Grantors 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 Grantorthe Company, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire or fail 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, including any warranties of title, (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. Grantor The Company acknowledges 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 not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Company or to impose any duties on Secured Party the Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor each Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorsuch 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 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, including any warranties of title, (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. Grantor Each Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrowers or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including any warranties of title, (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 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. Grantor The Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Debtor or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including including, without limitation, any warranties of title, (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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Pledgor acknowledges and agrees (subject to clause 14 of the STID) that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or processing; (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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances any Lien on or any adverse claims against Collateral, ; (d) to exercise collection remedies against Account Grantors 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 GrantorPledgor, 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, including any warranties of title, ; (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. Grantor Pledgor acknowledges that the purpose of this section Section 14 is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 14. Without limitation upon limiting the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to Grantor Pledgor 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 SectionSection 14.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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, including any warranties of title, (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. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law ---------------------------------- imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor each of the Borrowers acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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. Grantor The Borrowers acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrowers or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (db) to exercise collection remedies against Account Grantors account debtors and other Persons persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ec) 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 Personspersons, whether or not in the same business as Grantorthe Company, 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 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, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, including any warranties of title, (ki) 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 (lj) 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. Grantor The Company acknowledges 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 not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Company or to impose any duties on Secured Party the Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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. Grantor The Company acknowledges that the purpose of this section Section 11 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable solely on account of not being indicated in this SectionSection 11. Without limitation upon the foregoing, nothing contained in this Section 11 shall be construed to grant any rights to Grantor the Company 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 11.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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 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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Bank 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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 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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable reasonably manner, Grantor acknowledges Loan Parties hereby acknowledge and agrees agree that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims Liens against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorLoan Parties, 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, including any warranties of title, (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, Collateral or (l) to the extent deemed appropriate by Secured PartyLender, to obtain the services of other brokers, investment bankers, consultants and or other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Grantor acknowledges Loan Parties further acknowledge that the purpose of this section Section 12.5 is to provide non-exhaustive indications of what actions acts or omissions by Secured Party Lender would not be commercially unreasonable in Secured Party's Lender’s exercise of remedies against the Collateral and that other actions acts or omissions by Secured Party Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 12.5. Without limitation upon the foregoing, nothing contained in this Section 12.5 shall be construed to grant any rights to Grantor Loan Parties or to impose any duties on Secured Party upon Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 12.5.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party Parties to exercise remedies in a commercially reasonable manner, Grantor the Pledgor acknowledges and agrees that it is not commercially unreasonable for the Secured Party Parties (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party Parties to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account Pledgors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors account Pledgors 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 Grantorthe Pledgor, 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, including any warranties of title, (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 the Secured PartyParties, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party Parties in the collection or disposition of any of the Collateral. Grantor The Pledgor acknowledges that the purpose of this section SECTION 14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party Parties would not be commercially unreasonable in the Secured Party's Parties’ exercise of remedies against the Collateral and that other actions or omissions by the Secured Party Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSECTION 14. Without limitation upon the foregoing, nothing contained in this Section SECTION 14 shall be construed to grant any rights to Grantor the Pledgor or to impose any duties on the Secured Party Parties that would not have been granted or imposed by this the Security Agreement or by applicable law in the absence of this SectionSECTION 14.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to incur or fail to incur expenses reasonably deemed necessary by Secured Party the Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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, 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 Grantors 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 Grantors 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 GrantorGuarantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire or fail 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, including any warranties of title, (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. Grantor Guarantor acknowledges 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 not be commercially unreasonable 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 commercially unreasonable 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 Grantor Guarantor or to impose any duties on Secured Party the Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party Agent to exercise remedies in a commercially reasonable manner, Grantor each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent: (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Agent to prepare any Collateral for disposition or otherwise to complete raw material or for work-in-process into finished goods or other finished products for disposition, ; (b) except as required by applicable law, to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, or if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of the Collateral to be collected or disposed of, ; (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against the Collateral, ; (d) to exercise collection remedies against Account Grantors 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 GrantorDebtor, 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 Collateral, that have the reasonable capability of doing so, or and that match buyers and sellers of assets, ; (i) to dispose of assets in wholesale rather than retail markets, ; (j) to disclaim disposition warranties, including any warranties of title, ; (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 (including the Agent and its affiliates) to assist Secured Party the Agent in the collection or disposition of any of the Collateral; or (m) to comply with any applicable state or federal law requirement in connection with the disposition or collection of the Collateral. Grantor Each Debtor acknowledges that the purpose of this section Section 6.3 is intended to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable 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 commercially unreasonable solely on account of by not being indicated included in this SectionSection 6.3. Without limitation upon the foregoing, nothing contained in this Section 6.3 shall be construed to grant any rights to Grantor any Debtor or to impose any duties on Secured Party upon the Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 6.3.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (ai) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank 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 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 Grantors 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 Grantors 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 Grantorthe Borrower, 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 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 disposition warranties, including including, without limitation, any warranties of title, (kxi) 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 (lxii) 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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 12.3.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Bank to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorDebtor, 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party Bank against risks of loss, collection or disposition of Collateral or to provide to Secured Party Bank a guaranteed return from the collection or disposition of 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 Collateral. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Bank would not be commercially unreasonable in Secured Party's Bank’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Bank shall not be deemed commercially unreasonable 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 Grantor Debtor or to impose any duties on Secured Party Bank 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 Remedies. To the extent that applicable law imposes duties on All actions taken by Secured Party will be required to exercise remedies be exercised in a commercially reasonable manner, Grantor . Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur expenses deemed necessary by Secured Party 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 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 Grantors Customers 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 Grantors Customers 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 GrantorDebtor, 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, including any warranties of title, ; (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. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. Borrower agrees that Agent may, if Agent deems it reasonable, postpone or adjourn any such sale of the Collateral from time to time by an announcement at the time and place of sale, without being required to give a new notice of sale. Further, Borrower agrees that Agent has no obligation to preserve rights against prior parties to the Collateral. To the extent that applicable law imposes duties on Secured Party Agent to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Agent (aA) to fail to incur expenses reasonably deemed necessary significant by Secured Party Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (bB) 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, (cC) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (dD) to exercise collection remedies against Account Grantors Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (eE) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fF) to contact other Persons, whether or not in the same business as GrantorBorrower, for expressions of interest in acquiring all or any portion of the Collateral, (gG) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (hH) 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, (iI) to dispose of assets in wholesale rather than retail markets, (jJ) to disclaim disposition warranties, including including, without limitation, any warranties of title, (kK) to purchase insurance or credit enhancements to insure Secured Party Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party Agent a guaranteed return from the collection or disposition of Collateral, or (lL) 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. Grantor Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Agent would not be commercially unreasonable in Secured Party's Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Agent shall not be deemed commercially unreasonable 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 Grantor Borrower or to impose any duties on Secured Party Agent that would not have been granted or imposed by this Security Loan Agreement or by applicable law in the absence of this Section.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorsuch 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, including any warranties of title, (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. Grantor Each Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor any 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 Remedies. To the extent that applicable law imposes duties on Secured Party Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party Agent: (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Agent to prepare any Collateral for disposition or otherwise to complete raw material or for 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, or if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of the Collateral to be collected or disposed of, ; (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against the Collateral, ; (d) to exercise collection remedies against Account Grantors 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 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 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, including any warranties of title, ; (k) to purchase insurance or credit enhancements to insure Secured Party Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party Agent a guaranteed return from the collection or disposition of Collateral, or ; (l) to the extent deemed appropriate by Secured PartyAgent in its commercially reasonable discretion, to obtain the services of other brokers, investment bankers, consultants and other professionals (including Agent and its affiliates) to assist Secured Party Agent in the collection or disposition of any of the Collateral; or (m) to comply with any applicable state or federal law requirement in connection with the disposition or collection of the Collateral. Each Grantor acknowledges that the purpose of this section Section is intended to provide non-exhaustive indications of what actions or omissions by Secured Party Agent would not be commercially unreasonable in Secured Party's Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Agent shall not be deemed commercially unreasonable solely on account of by not being indicated included in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to any Grantor or to impose any duties on Secured Party upon Agent 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 Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors Debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including any warranties of title, (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. Grantor The Debtor acknowledges that the purpose of this section Section 7.3 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionSection 7.3. Without limitation upon the foregoing, nothing contained in this Section 7.3 shall be construed to grant any rights to Grantor 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 7.3.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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, including any warranties of title, (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. Grantor Borrower acknowledges that the purpose of this section Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable 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 Grantor Borrower or to impose any duties on Secured Party Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (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 Grantors Debtors or other 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 Grantors 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 57 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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. Grantor The Company acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Company or to impose any duties on Secured Party the Agent 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 Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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, including any warranties of title, (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. Grantor Borrower acknowledges that the purpose of this section Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable 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 Grantor Borrower or to impose any duties on Secured Party Lender 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 Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorDebtor, 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, including any warranties of title, (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. Grantor Debtor acknowledges that the purpose of this section Section 16 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable 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 Grantor 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 16.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Grantor each Obligor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise fail to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or processing; (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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances any Lien on or any adverse claims against Collateral, ; (d) to exercise collection remedies against Account Grantors 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 Grantoran Obligor, for expressions of interest in acquiring all or any portion of the Collateral, Collateral of such Obligor; (gf) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, ; (g) to disclaim disposition warranties; (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, including any warranties of title, (ki) 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 (lj) 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; except in any instance where the Collateral Agent has acted negligently or failed to act as result of its negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Grantor Each Obligor acknowledges that the purpose of this section Section 12 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable solely on account of not being indicated in this SectionSection 12. Without limitation upon limiting the foregoing, nothing contained in this Section 12 shall be construed to grant any rights to Grantor any Obligor 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 12.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or processing; (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 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 Grantors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on Liens on, or any adverse claims against against, any of the Collateral, ; (d) to exercise collection remedies against Account Grantors 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 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 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, including any warranties of title, ; (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. Each Grantor acknowledges that the purpose of this section Section 13 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable in fulfill the Secured Party's ’s duties under the NYUCC 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 commercially unreasonable to fail to fulfill such duties solely on account of not being indicated in this SectionSection 13. Without limitation upon limiting the foregoing, nothing contained in this Section 13 shall be construed to grant any rights to any Grantor 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 Applicable Law in the absence of this SectionSection 13.

Standards for Exercising Remedies. To the extent that applicable law Law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, 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 necessary significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or processing; (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 lawLaw, 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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances any Lien on or any adverse claims against Collateral, ; (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, ; (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, ; (h) to dispose of Collateral by utilizing internet 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 84027079_3 buyers and sellers of assets, ; (i) to dispose of assets in wholesale rather than retail markets, ; (j) to disclaim disposition warranties, including any warranties of title, ; (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. Each Grantor acknowledges that the purpose of this section ‎Section 13 is to provide non-exhaustive non‑exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable solely on account of not being indicated in this Section‎Section 13. Without limitation upon limiting the foregoing, nothing contained in this Section ‎Section 13 shall be construed to grant any rights to any Grantor or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law Law in the absence of this Section‎Section 13.

Standards for Exercising Remedies. To the extent that applicable law Law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, 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 necessary significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or processing; (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 lawLaw, 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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances any Lien on or any adverse claims against Collateral, ; (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, ; (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, ; (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, ; (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. Each Grantor acknowledges that the purpose of this section Section 13 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable solely on account of not being indicated in this SectionSection 13. Without limitation upon limiting the foregoing, nothing contained in this Section 13 shall be construed to grant any rights to any Grantor or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law Law in the absence of this SectionSection 13.

Standards for Exercising Remedies. To the extent that applicable law --------------------------------- imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Lender to prepare the Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents consent for access to the 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 dispositions of the Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on the Collateral or to remove liens or encumbrances on or any adverse claims against the Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 the Collateral, whether or not the collateral Collateral is of a specialized nature, (h) to dispose of the 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party the Lender against risks of loss, collection or disposition of the Collateral or to provide to Secured Party the Lender a guaranteed return from the collection or disposition of the Collateral, or (l) to the extent extend 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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable in Secured Partythe Lender's exercise of remedies against the Collateral Collateral, and that other actions or omissions by Secured Party the Lender shall not be deemed commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Lender that would have not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor acknowledges Debtors acknowledge and agrees agree that it is not commercially unreasonable for Secured Party (a) to decline to incur expenses deemed that are reasonably necessary by Secured Party (i) to prepare the Collateral for disposition or otherwise (ii) to complete raw material or work-in-process into finished goods or other finished products for dispositionwork in process, (b) to fail to obtain third third-party consents for access to any Collateral to be disposed of, or to obtain or, (or if not required by other law, to fail to obtain obtain) governmental or third party consents for the collection or disposition of Collateral to be collected or disposed ofthe Collateral, (c) to fail to (i) exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on the Collateral or to (ii) remove liens or encumbrances on liens, encumbrances, or any adverse claims against the Collateral, (d) to exercise collection remedies against Account Grantors account debtors and other Persons persons obligated on Collateral 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 GrantorDebtors, 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 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection collection, or disposition of the Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of the Collateral, or and (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants consultants, and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Grantor acknowledges Debtors acknowledge (a) that the purpose of this section is to provide non-exhaustive indications a nonexhaustive list of what examples of actions or omissions by Secured Party that would not be commercially unreasonable in Secured Party's ’s exercise of its remedies against the Collateral and (b) that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account because of not being indicated their omission from this section. Nothing in this Section. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Debtors or to impose any duties on upon Secured Party that would not have been granted or imposed by this Security Agreement agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Grantor acknowledges the Grantors acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, (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 (l1) 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. Grantor acknowledges The Grantors acknowledge that the purpose of this section ss.18 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionss.18. Without limitation upon the foregoing, nothing contained in this Section ss.18 shall be construed to grant any rights to Grantor the Grantors 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 Sectionss.18.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor acknowledges each of the Borrowers acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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 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. Grantor acknowledges Each of the Borrowers acknowledge that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrowers or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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 the 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, including and specifically to disclaim any warranties of titletitle or the like, (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 PartyLxxxxx, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Lxxxxx in the collection or disposition of any of the Collateral. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lxxxxx would not be commercially unreasonable in Secured Party's Lxxxxx’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lxxxxx shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor acknowledges Borrowers acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors 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 Grantors 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 GrantorBorrowers, 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, including any warranties of title, (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 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. Grantor acknowledges Borrowers acknowledge that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrowers or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrowers acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including including, without limitation, any warranties of title, (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 (l1) 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. Grantor The Borrowers acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrowers or to impose any duties on Secured Party the Bank 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 Remedies. To the extent that applicable law imposes duties on the Secured Party Parties to exercise remedies in a commercially reasonable manner, Grantor acknowledges and agrees that it is not commercially unreasonable for the Secured Party Parties (a) to incur expenses deemed necessary by the Secured Party Parties to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors 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 Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (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 the Secured PartyParties, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party Parties in the collection or disposition of any of the Collateral. Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the Secured Party Parties would not be commercially unreasonable in the Secured Party's Parties’ exercise of remedies against the Collateral and that other actions or omissions by the Secured Party Parties shall not be deemed commercially unreasonable 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 Grantor or to impose any duties on the Secured Party Parties 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur expenses deemed necessary by Secured Party 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 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 Grantors Customers 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 Grantors Customers 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 GrantorDebtors, 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, including any warranties of title, ; (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. Grantor The Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor Debtors 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party to prepare any 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, or if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of the Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against the Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorDebtor, 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, including any warranties of title, (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 (including Secured Party and its affiliates) to assist Secured Party in the collection or disposition of any of the Collateral or (m) to comply with any applicable state or federal law requirement in connection with the disposition or collection of the Collateral. Grantor Debtor acknowledges that the purpose of this section Section is intended to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of by not being indicated included in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Grantor Debtor or to impose any duties on upon 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (cb) to fail to exercise collection remedies against Account Grantors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (dc) to exercise collection remedies against Account Grantors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ed) 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 Grantor, 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 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, including any warranties of title, (kj) 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 (lk) 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. Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including any warranties of title, (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 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. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Debtor or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor each of the Borrowers acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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. Grantor The Borrowers acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrowers or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lenders to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party Lenders (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lenders to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party Lenders against risks of loss, collection or disposition of Collateral or to provide to Secured Party Lenders a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured PartyLenders, to obtain the services of other brokers, investment bankerslenders, consultants and other professionals to assist Secured Party Lenders in the collection or disposition of any of the Collateral. Grantor The Company acknowledges that the purpose of this section §9 is to provide non-exhaustive indications of what actions or omissions by Secured Party Lenders would not be commercially unreasonable in Secured Party's Lenders' exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lenders shall not be deemed commercially unreasonable solely on account of not being indicated in this Section§9. Without limitation upon the foregoing, nothing contained in this Section §9 shall be construed to grant any rights to Grantor the Company or to impose any duties on Secured Party Lenders that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section§9.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, Grantor each Obligor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent (a) to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise fail to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or processing; (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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances any Lien on or any adverse claims against Collateral, ; (d) to exercise collection remedies against Account Grantors 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 Grantora Obligor, for expressions of interest in acquiring all or any portion of the Collateral, Collateral of such Obligor; (gf) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, ; (g) to disclaim disposition warranties; (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, including any warranties of title, (ki) 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 (lj) 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; except in any instance where the Administrative Agent has acted negligently or failed to act as result of its negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Grantor Each Obligor acknowledges that the purpose of this section Section 11 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable solely on account of not being indicated in this SectionSection 11. Without limitation upon limiting the foregoing, nothing contained in this Section 11 shall be construed to grant any rights to Grantor any Obligor or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 11.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, 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 necessary significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for dispositiondisposition or to postpone any such disposition pending any such preparation or processing, (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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, ; (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, ; (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, ; (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, (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. Each Grantor acknowledges that the purpose of this section Section 13 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionSection 13. Without limitation upon limiting the foregoing, nothing contained in this Section 13 shall be construed to grant any rights to any Grantor 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.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Grantor acknowledges the Grantors acknowledge and agrees agree that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, (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 (l1) 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. Grantor acknowledges The Grantors acknowledge that the purpose of this section §18 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable solely on account of not being indicated in this Section§18. Without limitation upon the foregoing, nothing contained in this Section §18 shall be construed to grant any rights to Grantor the Grantors 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 Section§18. Upon the exercise by the Collateral Agent of its remedies hereunder, any proceeds received by the Collateral Agent in respect of any realization upon any Collateral shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, as follows: (a) First, to all reasonable costs and expenses of every kind incurred in connection herewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent hereunder, including reasonable attorneys’ fees and disbursements, (b) second, to all obligations due and owing to the Purchasers under the Purchase Agreement, the Notes or hereunder on a pro rata basis based on the total amount owed to the Purchasers and (c) then as required by law or court order. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay the obligations due and owing to Collateral Agent and the Purchasers and the fees and other charges of any attorneys employed by the Collateral Agent to collect such deficiency.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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) 0 to contact other Persons, whether or not in the same business as GrantorDebtor, 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, (iI) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (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. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including any warranties of title, (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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor 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.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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. Grantor The Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors Debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including any warranties of title, (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. Grantor Debtor acknowledges that the purpose of this section Section 9 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable in the Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall will not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 9. Without limitation upon the foregoing, nothing contained in this Section shall 9 will be construed to grant any rights to Grantor 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 9.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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 (li) 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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Bank 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to incur expenses deemed necessary by Secured Party 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 the 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 the Collateral to be collected or disposed of, (cb) to fail to exercise collection remedies against Account Grantors or other Persons makers obligated on the Collateral or to remove liens or encumbrances on or any adverse claims against the Collateral, (dc) to exercise collection remedies against Account Grantors and other Persons makers obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (ed) 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 Grantorany 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, (hf) to dispose of the Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral same type or that have the reasonable capability of doing so, or that match buyers and sellers of such assets, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, including any warranties of title, (ki) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of the Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, the Collateral or (lj) to the extent deemed appropriate by 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. Grantor Debtor acknowledges that the purpose of this section Section 7 is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 SectionSection 7.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Borrowers 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 Grantors Borrowers 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 GrantorBorrower, 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, including any warranties of title, (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 (l1) to the extent deemed appropriate by Secured PartyLxxxxx, to obtain the services of other brokers, investment bankers, bankers consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lxxxxx would not be commercially unreasonable in Secured PartyLxxxxx's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lxxxxx shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the t e absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Administrative Agent and/or Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent and/or Lender (a) to fail to incur expenses deemed necessary significant by Secured Party the Administrative Agent and/or 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 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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party the Administrative Agent and/or Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Administrative Agent and/or Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Administrative Agent and/or 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. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent and/or Lender would not be commercially unreasonable in Secured Party's the Administrative Agent’s and/or Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent and/or Lender shall not be deemed commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Administrative Agent and/or Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Agent and the Credit Parties to exercise remedies in a commercially reasonable manner, Grantor each Borrower acknowledges and agrees that it is not commercially unreasonable for Secured the Agent or any other Credit Party (a) to fail to incur expenses reasonably deemed necessary significant by Secured the Agent or such Credit Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other 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 Grantors 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 Grantorthe 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 Collateral is of a specialized nature, (h) to dispose of the 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, including warranties specifically to disclaim any warranties of titletitle or the like, (k) to purchase insurance or credit enhancements to insure Secured the Agent or such Credit Party against risks of loss, collection or disposition of Collateral or to provide to Secured the Agent or such Credit Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured the Agent or such Credit Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured the Agent or such Credit Party in the collection or disposition of any of the Collateral. Grantor 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 and the Credit Parties would not be commercially unreasonable in Secured the Agent's or any Credit Party's exercise of remedies against the Collateral and that other actions or omissions by Secured the Agent or any Credit Party shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 16. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor any Borrowers or to impose any duties on Secured the Agent or any Credit Party that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, including including, without limitation, any warranties of title, (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 bankersLenders, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Grantor The Borrower acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable 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 commercially unreasonable 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 Grantor the Borrower or to impose any duties on Secured Party the Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 lawla w, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed dis posed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 naturenature , (f) to contact other Personspersons, whether or not in the same business as Grantorthe 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 is of a specialized nature, (h) to dispose dis pose 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 marketsmarket s, (j0) to disclaim disposition warranties, including any warranties of title, (k) to purchase purcha se insurance or credit enhancements to insure Secured Party the Lender against risks of lossofloss, collection or disposition dis positio n of Collateral or to provide to Secured Party the Lender 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 bankers, consultants and other professionals to assist Secured Party the Lender in the collection or disposition of any of the Collateral. Grantor The Company acknowledges that the purpose of this section Section 16 is to provide non-exhaustive indications indic at ions of what actions or omissions by Secured Party the Lender would not be commercially unreasonable in Secured Partythe Lender's exercise of remedies against the Collateral and that other actions actio ns or omissions by Secured Party the Lender shall not be deemed commercially unreasonable 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 rig hts to Grantor the Company or to impose any duties on Secured Party the Lender that would not have been granted or imposed impo sed by this Security Agreement or by applicable law in the absence of this SectionSection 16.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur reasonable expenses deemed necessary by Secured Party 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 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 Grantors any of its customer 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 Grantors any of its customers 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 Grantorany 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, including any warranties of title, ; (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. Grantor Each Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor any 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 Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors 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 Grantors 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 circulationcirculations, whether or not the Collateral is of a specialized nature, (f) to contact other Personspersons, whether or not in the same business as Grantorthe 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, including any warranties of title, (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. Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Party: (ai) to incur reasonable expenses deemed necessary by Secured Party 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 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 Grantors any of its customer 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 Grantors any of its customers 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 GrantorDebtor, 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, including any warranties of title, ; (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. Grantor Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's ’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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 Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor acknowledges Borrowers acknowledge and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 businesses as GrantorBorrowers, 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 the 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, including any warranties of title, (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 bankersLenders, consultants and other professionals to assist Secured Party Lender in the collection or disposition of any of the Collateral. Grantor acknowledges Borrowers acknowledge that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrowers or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Agent to exercise remedies in a commercially reasonable manner, Grantor each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party Agent: (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Agent to prepare any Collateral for disposition or otherwise to complete raw material or for 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 the Collateral to be collected or disposed of, ; (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against the Collateral, ; (d) to exercise collection remedies against Account Grantors 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 GrantorDebtor, 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, including any warranties of title, ; (k) to purchase insurance or credit enhancements to insure Secured Party Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party Agent a guaranteed return from the collection or disposition of Collateral, or ; (l) to the extent deemed appropriate by Secured PartyAgent, to obtain the services of other brokers, investment bankers, consultants and other professionals (including Agent and its affiliates) to assist Secured Party Agent in the collection or disposition of any of the Collateral; or (m) to comply with any applicable state or federal law requirement in connection with the disposition or collection of the Collateral. Grantor Each Debtor acknowledges that the purpose of this section Section is intended to provide non-exhaustive indications of what actions or omissions by Secured Party Agent would not be commercially unreasonable in Secured Party's Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Agent shall not be deemed SECURITY AGREEMENT, Page 14 commercially unreasonable solely on account of by not being indicated included in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Grantor any Debtor or to impose any duties on Secured Party upon Agent 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Administrative Agent and/or Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent and/or Lender (a) to fail to incur expenses deemed necessary significant by Secured Party the Administrative Agent and/or Lender to prepare the Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 such Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Secured Party the Administrative Agent and/or Lender against risks of loss, collection or disposition of Collateral or to provide to Secured Party the Administrative Agent and/or Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Partythe Administrative Agent and/or 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. Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent and/or Lender would not be commercially unreasonable in Secured Party's the Administrative Agent’s and/or Lender’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent and/or Lender shall not be deemed commercially unreasonable 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 Grantor the Grantors or to impose any duties on Secured Party the Administrative Agent and/or Lender 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 Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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, at commercially reasonable rates 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 assetsassets at commercially reasonable rates, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase reasonable 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. Grantor The Debtor acknowledges that the purpose of this section Article XV is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionArticle XV. Without limitation upon the foregoing, nothing contained in this Section Article XV shall be construed to grant any rights to Grantor 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 SectionArticle XV.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Bank to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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 the 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, including warranties specifically to disclaim any warranties of titletitle or the like, (k) to purchase insurance or credit enhancements to insure Secured Party Bank against risks of loss, collection or disposition of Collateral or to provide to Secured Party Bank a guaranteed return from the collection or disposition of 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 Collateral. Grantor Collateral Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Bank would not be commercially unreasonable in Secured PartyBank's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor acknowledges the Grantors acknowledge and agrees agree that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet 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, including any warranties of title, (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 (l1) 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. Grantor acknowledges The Grantors acknowledge that the purpose of this section Section 18 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionSection 18. Without limitation upon the foregoing, nothing contained in this Section 18 shall be construed to grant any rights to Grantor the Grantors 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 18.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor acknowledges the Co-Borrowers acknowledge and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe Co-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 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, including any warranties of title, (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 reasonably 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. Grantor acknowledges The Co-Borrowers acknowledge that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be LOAN AND SECURITY AGREEMENT - Page 39 70352.000002 EMF_US 26692578v13 construed to grant any rights to Grantor the Co-Borrowers or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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 the 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, including and specifically to disclaim any warranties of titletitle or the like, (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. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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, including any warranties of title, (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. Grantor Borrower acknowledges that the purpose of this section Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable in Secured PartyLender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed commercially unreasonable 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 Grantor Borrower or to impose any duties on Secured Party Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Grantor the Group acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe Group, 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, including any warranties of title, (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. Grantor The Group acknowledges that the purpose of this section Section 12 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable in Secured Party's the 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 commercially unreasonable 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 Grantor the Group 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 12.

Standards for Exercising Remedies. To the extent that applicable law Applicable Law imposes duties on Secured Party the Security Agent to exercise remedies in a commercially reasonable manner, the Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Security Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Security Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, disposition or to postpone any such disposition pending any such preparation or completion; (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 Grantors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on Liens on, or any adverse claims against against, any of the Collateral, ; (d) to exercise collection remedies against Account Grantors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, ; (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, ; (f) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of the Collateral, ; (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral 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, including any warranties of title, ; (k) to purchase insurance or credit enhancements to insure Secured Party the Security Agent against risks of loss, collection or disposition of Collateral or to provide to the Security Agent (for the benefit of the Secured Party Parties) a guaranteed return from the collection or disposition of Collateral, ; or (l) to the extent deemed appropriate by Secured Partythe Security Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Security Agent in the collection or disposition of any of the Collateral. The Grantor acknowledges that the purpose of this section Article 11 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Security Agent would not be commercially unreasonable in Secured Partythe Security Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Security Agent shall not be deemed commercially unreasonable solely on the account of not being indicated in this SectionArticle 11. Without limitation upon limiting the foregoing, nothing contained in this Section Article 11 shall be construed to grant any rights to the Grantor or to impose any duties on Secured Party the Security Agent that would not have been granted or imposed by this Security Agreement or by applicable law Applicable Law in the absence of this SectionArticle 11.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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 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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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 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. Grantor The Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable 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 Grantor 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.this

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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 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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party 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 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 Grantors Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including including, without limitation, any warranties of title, (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. Grantor 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 not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor the Borrower or to impose any duties on Secured Party the Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party Lender to exercise remedies in a commercially reasonable manner, Grantor Borrower acknowledges and agrees that it is not commercially unreasonable for Secured Party Lender (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 GrantorBorrower, 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 the 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, including warranties specifically to disclaim any warranties of titletitle or the like, (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. Grantor Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Lender would not be commercially unreasonable in Secured PartyLender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrower or to impose any duties on Secured Party Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Sectionsection."

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Grantor Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 governmental, regulatory 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 Grantors account debtors or other 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 Grantors 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 GrantorDebtor, 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, including any warranties of title, (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, 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. Grantor Debtor acknowledges that the purpose of this section Section 8 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable 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 commercially unreasonable solely on account of not being indicated in this SectionSection 8. Without limitation upon the foregoing, nothing contained in this Section 8 shall be construed to grant any rights to Grantor Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this SectionSection 8.

Standards for Exercising Remedies. (a) To the extent that applicable law Applicable Law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, Grantor each Loan Party acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent: (a) to incur expenses deemed necessary by Secured Party to protect or prepare any of the Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, or to postpone any such disposition pending any such preparation or processing; (b) to fail to obtain third party consents for access to any of the Collateral to be disposed of, or to obtain or, if not required by other lawApplicable Law, to fail to obtain governmental or third party consents for the collection or disposition of any of the Collateral to be collected or disposed of, ; (c) to fail to exercise collection remedies against Account Grantors account debtors or other Persons obligated on any of the Collateral or to remove liens or encumbrances any Lien on or any adverse claims against any of the Collateral, ; (d) to exercise collection remedies against Account Grantors account debtors and other Persons obligated on any of the Collateral directly or through the use of collection agencies and other collection specialists, ; (e) to advertise dispositions of any 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 Grantorany 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 any of the Collateral, whether or not the collateral Collateral is of a specialized nature, ; (h) to dispose of any of the 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, including any warranties of title, ; (k) to purchase insurance or credit enhancements to insure Secured Party the Administrative Agent against risks of loss, collection or disposition of any of the Collateral or to provide to Secured Party the Administrative Agent a guaranteed return from the collection or disposition of any of the 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. Grantor Each Loan Party acknowledges that the purpose of this section Section 14 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would not be commercially unreasonable in Secured Partythe Administrative Agent's exercise of remedies for the benefit of the Secured Parties against any of the Collateral and that other actions or omissions by Secured Party the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this SectionSection 14. Without limitation upon limiting the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to Grantor any Loan Party or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law Applicable Law in the absence of this SectionSection 14.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Grantor the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed necessary significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Grantors 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 Grantorthe 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 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, including any warranties of title, (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. Grantor The Debtor acknowledges that the purpose of this section Section 13 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable 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 commercially unreasonable 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 Grantor 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 13.

Standards for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party the Lender to exercise remedies in a commercially reasonable manner, Grantor the Guarantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Lender (ai) to fail to incur expenses reasonably deemed necessary significant by Secured Party the Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors or other Persons persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (div) to exercise collection remedies against Account Grantors 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 Grantorthe Guarantor, 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 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 disposition warranties, including any warranties of title, (kxi) 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 (lxii) 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. Grantor The Guarantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender would not be commercially unreasonable in Secured Partythe Lender's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall the Lender will not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall will be construed to grant any rights to Grantor the Guarantor or to impose any duties on Secured Party the Lender 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 Remedies. To the extent that applicable law imposes duties on Secured Party Agent to exercise remedies in a commercially reasonable manner, Grantor acknowledges Borrowers acknowledge and agrees agree that it is not commercially unreasonable for Secured Party Agent (a) to fail to incur expenses reasonably deemed necessary significant by Secured Party Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-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 Grantors account debtors 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 Grantors 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 Grantorthe 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 Collateral is of a specialized nature, (h) to dispose of the 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, including warranties specifically to disclaim any warranties of titletitle or the like, (k) to purchase insurance or credit enhancements to insure Secured Party Agent against risks of loss, collection or disposition of Collateral or to provide to Secured Party Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate necessary 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. Grantor acknowledges The Borrowers acknowledge that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party Agent would not be commercially unreasonable in Secured Party's Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Sectionsection. Without limitation upon the foregoing, nothing contained in this Section section shall be construed to grant any rights to Grantor Borrowers 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.