TO OR UPON THE
GRANTOR OR ANY OTHER PERSON (ALL AND EACH OF WHICH DEMANDS, DEFENSES,
ADVERTISEMENTS AND NOTICES ARE HEREBY WAIVED), MAY IN SUCH CIRCUMSTANCES
FORTHWITH COLLECT, RECEIVE, APPROPRIATE AND REALIZE UPON THE COLLATERAL, OR ANY
PART THEREOF, AND/OR MAY FORTHWITH SELL, LEASE, ASSIGN, GIVE OPTION OR OPTIONS
TO PURCHASE, OR OTHERWISE DISPOSE OF AND DELIVER THE COLLATERAL OR ANY PART
THEREOF (OR CONTRACT TO DO ANY OF THE FOREGOING), IN ONE OR MORE PARCELS AT
PUBLIC OR PRIVATE SALE OR SALES, AT ANY EXCHANGE, BROKER'S BOARD OR OFFICE OF
THE LENDER OR ELSEWHERE UPON SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE
AND AT SUCH PRICES AS IT MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE
DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK.
THE LENDER SHALL HAVE THE RIGHT
UPON ANY SUCH PUBLIC SALE OR SALES, AND, TO THE EXTENT PERMITTED BY LAW, UPON
ANY SUCH PRIVATE SALE OR SALES, TO PURCHASE THE WHOLE OR ANY PART OF THE
COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION IN THE GRANTOR,
WHICH RIGHT OR EQUITY IS HEREBY WAIVED OR RELEASED.
THE GRANTOR FURTHER AGREES,
AT THE LENDER'S
7
REQUEST, TO ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO THE LENDER AT
PLACES WHICH THE LENDER SHALL REASONABLY SELECT, WHETHER AT ANY GRANTOR'S
PREMISES OR ELSEWHERE.
THE LENDER SHALL APPLY THE NET PROCEEDS OF ANY SUCH
COLLECTION, RECOVERY, RECEIPT, APPROPRIATION, OR REALIZATION OR SALE, AFTER
DEDUCTING ALL REASONABLE COSTS AND EXPENSES OF EVERY KIND INCURRED THEREIN OR
INCIDENTAL TO THE CARE OR SAFEKEEPING OF ANY OF THE COLLATERAL OR IN ANY WAY
RELATING TO THE COLLATERAL OR THE RIGHTS OF THE LENDER ARISING OUT OF THE
EXERCISE BY THE LENDER HEREUNDER, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS, TO THE PAYMENT IN WHOLE OR IN PART OF THE
SECURED OBLIGATIONS, IN SUCH ORDER AS THE LENDER MAY ELECT, AND ONLY AFTER SUCH
APPLICATION AND AFTER THE PAYMENT BY THE LENDER OF ANY OTHER AMOUNT REQUIRED BY
ANY PROVISION OF LAW, INCLUDING, WITHOUT LIMITATION, SECTION 9-615 OF THE CODE,
NEED THE LENDER ACCOUNT FOR THE SURPLUS, IF ANY, TO THE GRANTOR.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GRANTOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS
IT MAY ACQUIRE AGAINST THE LENDER ARISING OUT OF THE EXERCISE BY THE LENDER OF
ANY OF ITS RIGHTS HEREUNDER.
IF ANY NOTICE OF A PROPOSED SALE OR OTHER
DISPOSITION OF COLLATERAL SHALL BE REQUIRED BY LAW, SUCH NOTICE SHALL BE DEEMED
REASONABLE AND PROPER IF GIVEN AT LEAST 10 DAYS BEFORE SUCH SALE OR OTHER
DISPOSITION.
THE GRANTOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS
OF ANY SALE OR OTHER DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO PAY THE
SECURED OBLIGATIONS AND THE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY
THE LENDER TO COLLECT SUCH DEFICIENCY.
10.
LIMITATION ON DUTIES REGARDING PRESENTATION
OF COLLATERAL.
THE LENDER'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING
AND PHYSICAL PRESERVATION OF THE COLLATERAL IN ITS