REQUIRED BY LAW REFERRED
TO BELOW) TO OR UPON BORROWER OR ANY OTHER PERSON OR ENTITY (ALL AND EACH OF
WHICH DEMANDS, PRESENTMENTS, PROTESTS, ADVERTISEMENTS OR NOTICES ARE HEREBY
WAIVED), MAY IN SUCH CIRCUMSTANCES FORTHWITH COLLECT, RECEIVE, APPROPRIATE AND
REALIZE UPON THE COLLATERAL, OR ANY PART THEREOF, AND/OR MAY FORTHWITH SELL,
ASSIGN, GIVE OPTION OR OPTIONS TO PURCHASE OR OTHERWISE DISPOSE OF AND DELIVER
THE COLLATERAL OR ANY PART THEREOF (OR CONTRACT TO DO ANY OF THE FOREGOING), IN
ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, IN THE OVER-THE-COUNTER
MARKET, AT ANY EXCHANGE, BROKER'S BOARD OR OFFICE OF AGENT OR ELSEWHERE UPON
SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH PRICES AS IT MAY
DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF
ANY CREDIT RISK.
AGENT SHALL HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR SALES,
AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE OR SALES, TO
PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, FREE OF ANY RIGHT OR
EQUITY OF REDEMPTION IN BORROWER, WHICH RIGHT OR EQUITY IS HEREBY WAIVED OR
8
RELEASED.
AGENT SHALL APPLY ANY PROCEEDS FROM TIME TO TIME HELD BY IT AND THE
NET PROCEEDS OF ANY SUCH COLLECTION, RECOVERY, RECEIPT, APPROPRIATION,
REALIZATION OR SALE, AFTER DEDUCTING ALL REASONABLE COSTS AND EXPENSES OF EVERY
KIND INCURRED THEREIN OR INCIDENTAL TO THE CARE OR SAFEKEEPING OF ANY OF THE
COLLATERAL OR IN ANY WAY RELATING TO THE COLLATERAL OR THE RIGHTS OF AGENT
HEREUNDER, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS, TO THE PAYMENT IN WHOLE OR IN PART OF THE OBLIGATIONS, IN SUCH
ORDER AS AGENT MAY ELECT, AND ONLY AFTER SUCH APPLICATION AND AFTER THE PAYMENT
BY AGENT OF ANY OTHER AMOUNT REQUIRED BY ANY PROVISION OF LAW, INCLUDING,
WITHOUT LIMITATION, SECTION 9-615(A) OF THE UCC, NEED AGENT ACCOUNT FOR THE
SURPLUS, IF ANY, TO BORROWER.
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
BORROWER WAIVES ALL CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST AGENT
ARISING OUT OF THE EXERCISE BY AGENT OF ANY OF ITS RIGHTS HEREUNDER, EXCEPT FOR
ANY CLAIMS, DAMAGES AND DEMANDS IT MAY HAVE AGAINST AGENT ARISING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT.
IF ANY NOTICE OF A PROPOSED SALE OR
OTHER DISPOSITION OF COLLATERAL SHALL BE REQUIRED BY LAW, SUCH NOTICE SHALL BE
DEEMED REASONABLE AND PROPER IF GIVEN AT LEAST 10 DAYS BEFORE SUCH SALE OR OTHER
DISPOSITION.
BORROWER SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF
ANY SALE OR OTHER DISPOSITION OF COLLATERAL ARE INSUFFICIENT TO PAY THE
OBLIGATIONS AND THE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY AGENT TO
COLLECT SUCH DEFICIENCY.
B.
IF ANY EVENT OF DEFAULT OCCURS AND IS
CONTINUING, ANY DEPOSITS, BALANCES OR OTHER SUMS CREDITED BY OR DUE FROM AGENT,
ANY AFFILIATE OF AGENT OR ANY OF THE LENDERS, OR FROM ANY AFFILIATE OF ANY OF
THE LENDERS, TO BORROWER MAY