THE CUSTODY AND
PRESERVATION OF ANY OF THE COLLATERAL, IF IT TAKES SUCH ACTION FOR THAT PURPOSE
AS THE GRANTOR REASONABLY REQUESTS IN WRITING AT TIMES OTHER THAN UPON A DEMAND
FOR REPAYMENT OF ALL THE OBLIGATIONS, BUT FAILURE OF THE SECURED PARTY TO COMPLY
WITH ANY SUCH REQUEST AT ANY TIME SHALL NOT IN ITSELF BE DEEMED A FAILURE TO
EXERCISE REASONABLE CARE.
IN NO EVENT SHALL THE SECURED PARTY HAVE ANY
OBLIGATION TO PRESERVE RIGHTS AGAINST PRIOR PARTIES WITH RESPECT TO ANY OF THE
COLLATERAL.
ARTICLE VI
REMEDIES
SECTION 6.1.
CERTAIN REMEDIES.
IF A DEMAND
FOR REPAYMENT OF ALL OF THE OBLIGATIONS HAS BEEN MADE, AND SUCH PAYMENT HAS NOT
BEEN MADE:
(A)
THE SECURED PARTY MAY EXERCISE IN RESPECT
OF THE COLLATERAL, IN ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN
OR OTHERWISE AVAILABLE TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY ON
DEFAULT UNDER THE U.C.C. (WHETHER OR NOT THE U.C.C. APPLIES TO THE AFFECTED
COLLATERAL) AND ALSO MAY:
(I)
REQUIRE THE GRANTOR TO, AND THE GRANTOR
HEREBY AGREES THAT IT WILL, AT ITS EXPENSE AND UPON REQUEST OF THE SECURED PARTY
FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED BY THE SECURED
PARTY AND MAKE IT AVAILABLE TO THE SECURED PARTY AT A PLACE TO BE DESIGNATED BY
THE SECURED PARTY WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES; AND
(II)
WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW,
SELL THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR
PRIVATE SALE, AT ANY OF THE SECURED PARTY'S OFFICES OR ELSEWHERE, FOR CASH, ON
CREDIT OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER TERMS AS THE SECURED PARTY
MAY DEEM COMMERCIALLY REASONABLE.
THE GRANTOR AGREES THAT, TO THE EXTENT NOTICE
OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN DAYS' PRIOR NOTICE TO THE GRANTOR
OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE
SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE SECURED
9
PARTY SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS OF NOTICE
OF SALE HAVING BEEN GIVEN.
THE SECURED PARTY MAY ADJOURN ANY PUBLIC OR PRIVATE
SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND
SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT
WAS SO ADJOURNED;
(B)
ALL CASH PROCEEDS RECEIVED BY THE SECURED
PARTY IN RESPECT OF ANY SALE OF, COLLECTION FROM OR OTHER REALIZATION UPON ALL
OR ANY PART OF THE COLLATERAL MAY, IN THE DISCRETION OF THE SECURED PARTY, BE
HELD BY THE SECURED PARTY AS COLLATERAL FOR, AND/OR THEN OR AT ANY TIME
THEREAFTER APPLIED AGAINST, ALL OR ANY PART OF THE OBLIGATIONS AS FOLLOWS:
(I)
FIRST, TO THE REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE SECURED PARTY
IN CONNECTION WITH THE RETAKING, HOLDING, PREPARING FOR SALE, SELLING OR OTHER
DISPOSITION OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ALL COURT COSTS
AND THE REASONABLE