5.3
EVENTS OF DEFAULT.
ANY OF THE FOLLOWING EVENTS SHALL BE
CONSIDERED AN EVENT OF DEFAULT UNDER THIS AGREEMENT:
(A)
THE OCCURRENCE AND CONTINUATION OF AN "EVENT OF DEFAULT" UNDER THE
CREDIT AGREEMENT; OR
(B)
ANY DEBTOR DEFAULTS IN ITS PERFORMANCE OF ANY COVENANTS OR
AGREEMENTS CONTAINED IN THIS AGREEMENT AND SUCH DEFAULT CONTINUES UNREMEDIED
AFTER THE EXPIRATION OF THIRTY (30) DAYS AFTER RECEIPT OF NOTICE FROM SECURED
PARTY OF SUCH DEFAULT.
10
SECTION 5.4
DEFAULT REMEDIES.
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF ANY EVENT OF DEFAULT, SECURED PARTY MAY THEN, OR AT ANY TIME
THEREAFTER AND FROM TIME TO TIME AFTER GIVING ANY NOTICE REQUIRED UNDER THE
CREDIT AGREEMENT, IF ANY NOTICE IS REQUIRED WITH RESPECT TO SUCH EVENT OF
DEFAULT, APPLY, SET-OFF, COLLECT, SELL IN ONE OR MORE SALES, LEASE, OR OTHERWISE
DISPOSE OF, ANY OR ALL OF THE COLLATERAL, IN ITS THEN CONDITION OR, AT SECURED
PARTY'S OPTION, FOLLOWING ANY COMMERCIALLY REASONABLE PREPARATION OR PROCESSING,
IN SUCH ORDER AS SECURED PARTY MAY ELECT, AND ANY SUCH SALE MAY BE MADE EITHER
AT PUBLIC OR PRIVATE SALE AT ITS PLACE OF BUSINESS OR ELSEWHERE, OR AT ANY
BROKERS' BOARD OR SECURITIES EXCHANGE, EITHER FOR CASH OR UPON CREDIT OR FOR
FUTURE DELIVERY, AND SECURED PARTY MAY BE THE PURCHASER OF ANY OR ALL COLLATERAL
SO SOLD AND MAY HOLD THE SAME THEREAFTER IN ITS OWN RIGHT FREE FROM ANY DEBTOR
OR RIGHT OF REDEMPTION.
NO SUCH PURCHASE OR HOLDING BY SECURED PARTY SHALL BE
DEEMED A RETENTION BY SECURED PARTY IN SATISFACTION OF THE SECURED OBLIGATIONS.
ALL DEMANDS, NOTICES AND ADVERTISEMENTS, AND THE PRESENTMENT OF PROPERTY AT SALE
ARE HEREBY WAIVED EXCEPT TO THE EXTENT REASONABLY NECESSARY TO CONDUCT A
COMMERCIALLY REASONABLE SALE.
IF, NOTWITHSTANDING THE FOREGOING PROVISIONS, ANY
APPLICABLE PROVISION OF THE CODE OR OTHER LAW REQUIRES SECURED PARTY TO GIVE
REASONABLE NOTICE OF ANY SUCH SALE OR DISPOSITION OR OTHER ACTION, DEBTORS
HEREBY AGREE TEN (10) DAYS PRIOR WRITTEN NOTICE SHALL CONSTITUTE REASONABLE
NOTICE.
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF
DEFAULT, SECURED PARTY MAY REQUIRE DEBTORS TO ASSEMBLE THE COLLATERAL AND MAKE
IT AVAILABLE TO SECURED PARTY AT A PLACE DESIGNATED BY SECURED PARTY WHICH IS
REASONABLY CONVENIENT TO SECURED PARTY AND DEBTORS.
ANY SALE HEREUNDER MAY BE
CONDUCTED BY AN AUCTIONEER OR ANY OFFICER OR AGENT OF SECURED PARTY.
SECTION 5.5
DEFICIENCY.
EACH DEBTOR SHALL REMAIN LIABLE TO SECURED
PARTY FOR ANY UNPAID SECURED OBLIGATIONS, ADVANCES, COSTS, CHARGES AND EXPENSES,
TOGETHER WITH INTEREST THEREON AND SHALL PAY THE SAME IMMEDIATELY TO SECURED
PARTY AS SET OUT IN THE CREDIT AGREEMENT.
SECTION 5.6
SECURED PARTY'S DUTIES.
THE POWERS CONFERRED UPON
SECURED PARTY BY THIS AGREEMENT ARE SOLELY TO PROTECT THE INTEREST OF SECURED
PARTY IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON SECURED PARTY TO
EXERCISE ANY SUCH POWERS.
SECURED PARTY SHALL BE UNDER NO DUTY WHATSOEVER TO
MAKE OR GIVE ANY PRESENTMENT, DEMAND FOR PERFORMANCE, NOTICE OF NONPERFORMANCE,
PROTEST, NOTICE OF PROTEST, NOTICE OF DISHONOR,