OPERATE TO DIVEST
ALL THE ESTATE, RIGHT, TITLE, INTEREST, CLAIM AND DEMAND WHATSOEVER, WHETHER AT
LAW OR IN EQUITY, OF BORROWER IN AND TO THE COLLATERAL, AND SHALL, TO THE
FULLEST EXTENT PERMITTED UNDER LEGAL REQUIREMENTS, BE A PERPETUAL BAR, BOTH AT
LAW AND IN EQUITY AGAINST BORROWER AND AGAINST ANY AND ALL PERSONS CLAIMING OR
WHO MAY CLAIM THE SAME, OR ANY PART THEREOF, FROM, THROUGH OR UNDER BORROWER.
(I)
IN THE EVENT OF ANY SALE MADE UNDER OR BY VIRTUE OF THIS SECTION,
THE ENTIRE LOAN IMMEDIATELY THEREUPON SHALL, ANYTHING IN THE LOAN DOCUMENTS TO
THE CONTRARY NOTWITHSTANDING, BECOME DUE AND PAYABLE.
(J)
UPON ANY SALE MADE UNDER OR BY VIRTUE OF THIS SECTION (WHETHER
MADE UNDER THE POWER OF SALE HEREIN GRANTED OR UNDER OR BY VIRTUE OF JUDICIAL
PROCEEDINGS OR A JUDGMENT OR DECREE OF FORECLOSURE AND SALE), LENDER MAY BID FOR
AND ACQUIRE THE COLLATERAL OR ANY PART THEREOF AND IN LIEU OF PAYING CASH
THEREFOR MAY MAKE SETTLEMENT FOR THE PURCHASE PRICE BY CREDITING UPON THE LOAN
THE NET SALES PRICE AFTER DEDUCTING THEREFROM THE EXPENSES OF THE SALE
(INCLUDING, WITHOUT LIMITATION, TRANSFER TAXES) AND THE COSTS OF THE ACTION.
(K)
NO RECOVERY OF ANY JUDGMENT BY LENDER AND NO LEVY OF AN EXECUTION
UNDER ANY JUDGMENT UPON THE COLLATERAL OR UPON ANY OTHER PROPERTY OF BORROWER
SHALL RELEASE THE LIEN OF THIS AGREEMENT UPON THE COLLATERAL OR ANY PART
THEREOF, OR ANY LIENS, RIGHTS, POWERS OR REMEDIES OF LENDER HEREUNDER, BUT SUCH
LIENS, RIGHTS, POWERS AND REMEDIES OF LENDER SHALL CONTINUE UNIMPAIRED UNTIL ALL
AMOUNTS DUE UNDER THE NOTE, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE PAID
IN FULL.
(L)
UPON THE EXERCISE BY LENDER OF ANY POWER, RIGHT, PRIVILEGE, OR
REMEDY PURSUANT TO THIS AGREEMENT WHICH REQUIRES ANY CONSENT, APPROVAL,
REGISTRATION, QUALIFICATION, OR AUTHORIZATION OF ANY GOVERNMENTAL AUTHORITY,
BORROWER AGREES TO EXECUTE AND DELIVER, OR WILL CAUSE THE EXECUTION AND DELIVERY
OF, ALL APPLICATIONS, CERTIFICATES, INSTRUMENTS, ASSIGNMENTS AND OTHER DOCUMENTS
AND PAPERS THAT LENDER OR ANY PURCHASER OF THE COLLATERAL MAY BE REQUIRED TO
OBTAIN FOR SUCH GOVERNMENTAL CONSENT, APPROVAL, REGISTRATION, QUALIFICATION, OR
AUTHORIZATION AND LENDER IS HEREBY IRREVOCABLY APPOINTED THE TRUE AND LAWFUL
ATTORNEY-IN-FACT OF BORROWER (COUPLED WITH AN INTEREST), IN ITS NAME AND STEAD,
TO EXECUTE ALL SUCH APPLICATIONS, CERTIFICATES, INSTRUMENTS, ASSIGNMENTS AND
OTHER DOCUMENTS AND PAPERS.
(M)
LENDER MAY COMPLY WITH ANY APPLICABLE LEGAL REQUIREMENTS IN
CONNECTION WITH THE DISPOSITION OF THE COLLATERAL, AND LENDER'S COMPLIANCE
THEREWITH WILL NOT BE CONSIDERED TO ADVERSELY AFFECT THE COMMERCIAL
REASONABLENESS OF ANY SALE OF THE COLLATERAL.
40
(N)
LENDER MAY SELL THE COLLATERAL WITHOUT GIVING ANY WARRANTIES AS TO
THE COLLATERAL. LENDER MAY SPECIFICALLY DISCLAIM ANY WARRANTIES OF TITLE,
POSSESSION, QUIET ENJOYMENT OR THE LIKE.
THIS PROCEDURE WILL NOT BE CONSIDERED
TO ADVERSELY AFFECT THE COMMERCIAL REASONABLENESS OF ANY SALE OF THE COLLATERAL.
(O)
IF LENDER SELLS ANY OF THE COLLATERAL UPON CREDIT, BORROWER WILL
BE CREDITED ONLY WITH PAYMENTS ACTUALLY MADE BY THE PURCHASER, RECEIVED BY
LENDER AND APPLIED