TO OCCUR IN A MANNER THAT IS PUBLIC FOR PURPOSES OF ARTICLE 9
OF THE CODE, YET NOT PUBLIC FOR PURPOSES OF SECTION 4(2) OF THE SECURITIES ACT
OF 1933.
THE CODE PERMITS BORROWER TO AGREE ON THE STANDARDS FOR DETERMINING
WHETHER LENDER HAS COMPLIED WITH ITS OBLIGATIONS UNDER ARTICLE 9.
PURSUANT TO
THE CODE, BORROWER SPECIFICALLY AGREES (X) THAT IT SHALL NOT RAISE ANY OBJECTION
TO LENDER'S PURCHASE OF THE PLEDGED INTERESTS (THROUGH BIDDING ON THE
OBLIGATIONS OR OTHERWISE) AND (Y) THAT A FORECLOSURE SALE CONDUCTED IN
CONFORMITY WITH THE PRINCIPLES SET FORTH IN THE NO-ACTION LETTERS (I) SHALL BE
CONSIDERED TO BE A "PUBLIC" SALE FOR PURPOSES OF THE CODE; (II) WILL BE
CONSIDERED COMMERCIALLY REASONABLE NOTWITHSTANDING THAT LENDER, HAS NOT
REGISTERED OR SOUGHT TO REGISTER THE PLEDGED INTERESTS UNDER THE SECURITIES
LAWS, EVEN IF BORROWER OR MORTGAGE BORROWER AGREES TO PAY ALL COSTS OF THE
REGISTRATION PROCESS; AND (III) SHALL BE CONSIDERED TO BE COMMERCIALLY
REASONABLE NOTWITHSTANDING THAT LENDER PURCHASES THE PLEDGED INTERESTS AT SUCH A
SALE.
(E)
BORROWER AGREES THAT LENDER SHALL NOT HAVE ANY GENERAL DUTY OR
OBLIGATION TO MAKE ANY EFFORT TO OBTAIN OR PAY ANY PARTICULAR PRICE FOR ANY
PLEDGED INTERESTS OR OTHER COLLATERAL SOLD BY LENDER PURSUANT TO THIS AGREEMENT.
LENDER, MAY, IN ITS SOLE DISCRETION, AMONG OTHER THINGS, ACCEPT THE FIRST OFFER
RECEIVED, OR DECIDE TO APPROACH OR NOT TO APPROACH ANY POTENTIAL PURCHASERS.
WITHOUT IN ANY WAY LIMITING LENDER'S RIGHT TO CONDUCT A FORECLOSURE SALE IN ANY
MANNER WHICH IS CONSIDERED COMMERCIALLY REASONABLE, BORROWER HEREBY AGREES THAT
ANY FORECLOSURE SALE CONDUCTED IN ACCORDANCE WITH THE FOLLOWING PROVISIONS SHALL
BE CONSIDERED A COMMERCIALLY REASONABLE SALE AND HEREBY IRREVOCABLY WAIVES ANY
RIGHT TO CONTEST ANY SUCH SALE:
(I)
LENDER CONDUCTS THE FORECLOSURE SALE IN THE STATE OF NEW YORK,
(II)
THE FORECLOSURE SALE IS CONDUCTED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK,
(III)
NOT MORE THAN TEN (10) DAYS BEFORE, AND NOT LESS THAN FIVE (5)
DAYS IN ADVANCE OF THE FORECLOSURE SALE, LENDER NOTIFIES BORROWER AT THE ADDRESS
SET FORTH HEREIN OF THE TIME AND PLACE OF SUCH FORECLOSURE SALE,
(IV)
THE FORECLOSURE SALE IS CONDUCTED BY AN AUCTIONEER LICENSED IN THE
STATE OF NEW YORK AND IS CONDUCTED IN FRONT OF THE NEW YORK SUPREME COURT
LOCATED IN NEW YORK CITY OR SUCH OTHER NEW YORK STATE COURT HAVING JURISDICTION
OVER THE COLLATERAL ON ANY BUSINESS DAY BETWEEN THE HOURS OF 9 A.M AND 5 P.M.,
(V)
THE NOTICE OF THE DATE, TIME AND LOCATION OF THE FORECLOSURE SALE
IS PUBLISHED IN THE NEW YORK TIMES OR WALL STREET JOURNAL (OR SUCH OTHER
NEWSPAPER WIDELY CIRCULATED IN NEW YORK, NEW YORK) FOR SEVEN (7) CONSECUTIVE
DAYS PRIOR TO THE DATE OF THE FORECLOSURE SALE, AND
(VI)
LENDER SENDS NOTIFICATION OF THE FORECLOSURE SALE TO ALL SECURED
PARTIES IDENTIFIED AS A RESULT OF A SEARCH OF THE UCC FINANCINGS STATEMENTS IN
THE FILING OFFICES LOCATED IN THE STATE OF DELAWARE CONDUCTED NOT LATER THAN
20 DAYS