TIME AT WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION IS
TO BE MADE, SHALL BE DEEMED REASONABLE NOTICE THEREOF.
NOTWITHSTANDING THE
FOREGOING, IF ANY OF THE COLLATERAL MAY BE MATERIALLY DIMINISHED IN VALUE DURING
SUCH FIVE-DAY PERIOD, SECURED PARTY SHALL PROVIDE GRANTOR WITH SUCH SHORTER
NOTICE AS IT DEEMS REASONABLE UNDER THE CIRCUMSTANCES.
(C)
THE PROCEEDS OF ANY SUCH SALE, LEASE OR OTHER DISPOSITION OF THE
COLLATERAL SHALL BE APPLIED FIRST TO THE EXPENSES OF RETAKING, HOLDING, STORING,
PROCESSING AND PREPARING FOR SALE, SELLING, AND THE LIKE, AND TO THE REASONABLE
ATTORNEYS' FEES AND LEGAL EXPENSES INCURRED BY SECURED PARTY, AND THEN TO
SATISFACTION OF THE OBLIGATIONS (IN ANY ORDER AS SECURED PARTY MAY DECIDE IN ITS
SOLE DISCRETION), AND TO THE PAYMENT OF ANY OTHER AMOUNTS REQUIRED BY APPLICABLE
LAW.
IF, UPON THE SALE, LEASE OR OTHER DISPOSITION OF THE COLLATERAL, THE
PROCEEDS THEREOF ARE INSUFFICIENT TO PAY ALL AMOUNTS TO WHICH SECURED PARTY IS
LEGALLY ENTITLED, BORROWER WILL BE LIABLE FOR THE DEFICIENCY, TOGETHER WITH
INTEREST THEREON, AT THE RATE PRESCRIBED IN THE AGREEMENTS GIVING RISE TO THE
OBLIGATIONS, AND THE REASONABLE FEES OF ANY ATTORNEYS EMPLOYED BY SECURED PARTY
TO COLLECT SUCH DEFICIENCY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR
WAIVES ALL CLAIMS, DAMAGES AND DEMANDS AGAINST SECURED PARTY ARISING OUT OF THE
REPOSSESSION, REMOVAL, RETENTION OR SALE OF THE COLLATERAL.
(D)
UPON REQUEST OF SECURED PARTY, AT ANY TIME AFTER THE OCCURRENCE OF
AN EVENT OF DEFAULT, GRANTOR SHALL NOTIFY OBLIGORS ON THE US PLEDGED ACCOUNTS
THAT THE US PLEDGED ACCOUNTS HAVE BEEN ASSIGNED TO SECURED PARTY AND THAT
PAYMENTS IN RESPECT THEREOF SHALL BE MADE DIRECTLY TO SECURED PARTY.
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, GRANTOR SHALL
REMAIN LIABLE UNDER EACH OF THE US PLEDGED ACCOUNTS TO OBSERVE AND PERFORM ALL
CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT THEREUNDER, ALL IN
ACCORDANCE WITH THE TERMS OF ANY AGREEMENT GIVING RISE THERETO.
SECURED PARTY
SHALL NOT HAVE ANY OBLIGATION OR ANY LIABILITY UNDER ANY US PLEDGED ACCOUNT (OR
ANY AGREEMENT GIVING RISE THERETO) BY REASON OF OR ARISING OUT OF THIS AGREEMENT
OR THE RECEIPT BY SECURED PARTY OF ANY PAYMENT RELATING THERETO, NOR SHALL
SECURED PARTY BE OBLIGATED IN ANY MANNER TO PERFORM ANY OF THE OBLIGATIONS OF
GRANTOR UNDER OR PURSUANT TO ANY US PLEDGED ACCOUNT (OR ANY AGREEMENT GIVING
RISE THERETO), TO MAKE ANY PAYMENT, TO MAKE ANY INQUIRY AS TO THE NATURE OR
SUFFICIENCY OF THE PAYMENT
RECEIVED BY IT OR AS TO THE SUFFICIENCY OF ANY PARTY THEREUNDER, TO PRESENT OR
FILE ANY CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY PERFORMANCE OR TO COLLECT THE
PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE
ENTITLED AT ANY TIME OR TIMES.
(F)
SECURED PARTY HEREBY AUTHORIZES GRANTOR TO COLLECT THE US PLEDGED
ACCOUNTS, SUBJECT TO SECURED PARTY'S DIRECTION AND CONTROL AFTER THE OCCURRENCE
OF AN EVENT OF DEFAULT, AND SECURED PARTY MAY CURTAIL OR TERMINATE SAID