2.
RIGHTS AND REMEDIES ON EVENT OF
DEFAULT.
(A)
DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, - LENDER SHALL HAVE THE RIGHT, ITSELF OR THROUGH ANY OF ITS AGENTS,
WITH OR WITHOUT NOTICE TO BORROWER (AS PROVIDED BELOW), AS TO ANY OR ALL OF THE
COLLATERAL, BY ANY AVAILABLE JUDICIAL PROCEDURE, OR WITHOUT JUDICIAL PROCESS
(PROVIDED, HOWEVER, THAT IT IS IN COMPLIANCE WITH THE UCC), TO EXERCISE ANY AND
ALL RIGHTS AFFORDED TO A SECURED PARTY UNDER THE UCC OR OTHER APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LENDER SHALL
- HAVE THE
RIGHT TO SELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE COLLATERAL, EITHER
AT PUBLIC OR PRIVATE SALE, IN LOTS OR IN BULK, FOR CASH OR FOR CREDIT, WITH OR
WITHOUT WARRANTIES OR REPRESENTATIONS, AND UPON SUCH TERMS AND CONDITIONS, ALL
AS LENDER, IN ITS REASONABLE DISCRETION, MAY DEEM ADVISABLE, AND IT SHALL HAVE
THE RIGHT TO PURCHASE AT ANY SUCH SALE.
BORROWER AGREES THAT A NOTICE SENT AT
LEAST FIFTEEN (15) DAYS BEFORE THE TIME OF ANY INTENDED PUBLIC SALE OR OF THE
TIME AFTER WHICH ANY PRIVATE SALE OR OTHER DISPOSITION OF THE COLLATERAL IS TO
BE MADE SHALL BE REASONABLE NOTICE OF SUCH SALE OR OTHER DISPOSITION.
THE
PROCEEDS OF ANY SUCH SALE, OR OTHER COLLATERAL DISPOSITION SHALL BE APPLIED,
FIRST TO THE EXPENSES OF RETAKING, HOLDING, STORING, PROCESSING AND PREPARING
FOR SALE, SELLING, AND THE LIKE, AND TO LENDER'S REASONABLE ATTORNEYS' FEES AND
LEGAL EXPENSES, AND THEN TO THE SECURED OBLIGATIONS AND TO THE PAYMENT OF ANY
OTHER AMOUNTS REQUIRED BY APPLICABLE LAW, AFTER WHICH LENDER SHALL ACCOUNT TO
BORROWER FOR ANY SURPLUS PROCEEDS.
IF, UPON THE SALE OR OTHER DISPOSITION OF
THE COLLATERAL, THE PROCEEDS THEREOF ARE INSUFFICIENT TO PAY ALL AMOUNTS TO
WHICH LENDER IS LEGALLY ENTITLED, BORROWER SHALL BE LIABLE FOR THE DEFICIENCY,
TOGETHER WITH INTEREST THEREON, AND THE REASONABLE FEES OF ANY ATTORNEYS
LENDER'S EMPLOYS TO COLLECT SUCH DEFICIENCY; PROVIDED, HOWEVER, THAT THE
FOREGOING SHALL NOT BE DEEMED TO REQUIRE LENDER TO RESORT TO OR INITIATE
PROCEEDINGS AGAINST THE COLLATERAL PRIOR TO THE COLLECTION OF ANY SUCH
DEFICIENCY FROM BORROWER.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
WAIVES ALL CLAIMS, DAMAGES AND DEMANDS AGAINST LENDER ARISING OUT OF THE
RETENTION OR SALE OR LEASE OF THE COLLATERAL OR OTHER EXERCISE OF LENDER'S
RIGHTS AND REMEDIES WITH RESPECT THERETO.
9
(B)
TO THE EXTENT PERMITTED BY LAW, BORROWER
COVENANTS THAT IT WILL NOT AT ANY TIME INSIST UPON OR PLEAD, OR IN ANY MANNER
WHATEVER CLAIM OR TAKE ANY BENEFIT OR ADVANTAGE OF, ANY STAY OR EXTENSION LAW
NOW OR AT ANY TIME HEREAFTER IN FORCE, NOR CLAIM, TAKE OR INSIST UPON ANY
BENEFIT OR ADVANTAGE OF OR FROM ANY LAW NOW OR HEREAFTER IN FORCE PROVIDING FOR
THE VALUATION OR APPRAISAL OF THE COLLATERAL OR ANY PART THEREOF, PRIOR TO ANY
SALE OR SALES THEREOF TO BE MADE PURSUANT TO ANY PROVISION HEREIN CONTAINED, OR
THE DECREE, JUDGMENT OR ORDER OF ANY