or upon the
Collateral are insufficient to cover the Obligations, the Customer shall remain
liable for any deficiency. The Secured Party shall not incur any liability as a
result of the sale of the Collateral, or any part thereof, at any private sale
conducted in a commercially reasonable manner and otherwise in compliance with
the UCC and applicable export control restrictions. The Customer hereby waives
any claims against the Secured Party arising by reason of the fact that the
price at which the Collateral may have been sold at such a private sale was less
than the price that might have been obtained at a public sale or was less than
the aggregate amount of the Obligations even if the Secured Party accepts the
first offer received and does not offer the Collateral to more than one offeree,
so long as the sale was conducted in a commercially reasonable manner. The
Secured Party may be the purchaser of any or all of the Collateral at any public
or private (to the extent any portion of the Collateral being privately sold is
of a kind that is customarily sold on a recognized market or subject of widely
distributed standard price quotations,) sale in accordance with the UCC, and the
Secured Party shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any part of the
Collateral sold at any such sale made in accordance with the UCC, to use and
apply any of the Obligations as a credit on account of the purchase price for
any Collateral payable by the Secured Party at such sale. The Secured Party may
sell the Collateral without giving any warranties as to the Collateral and may
specifically disclaim or modify any warranties of title or the like. This
procedure will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.
ARTICLE XXIII. STANDARDS FOR EXERCISING RIGHTS AND REMEDIES. TO THE EXTENT THAT
APPLICABLE LAW IMPOSES DUTIES ON THE SECURED PARTY TO EXERCISE REMEDIES IN A
COMMERCIALLY REASONABLE MANNER, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS
NOT COMMERCIALLY UNREASONABLE FOR THE SECURED PARTY (A) TO FAIL TO INCUR
EXPENSES REASONABLY DEEMED SIGNIFICANT BY THE SECURED PARTY TO PREPARE
COLLATERAL FOR DISPOSITION OR OTHERWISE TO FAIL TO COMPLETE RAW MATERIAL OR
WORK-IN-PROGRESS INTO FINISHED GOODS OR OTHER FINISHED PRODUCTS FOR DISPOSITION,
(B) TO FAIL TO OBTAIN THIRD PARTY CONSENTS FOR ACCESS TO COLLATERAL TO BE
DISPOSED OF, OR TO OBTAIN OR, IF NOT REQUIRED BY OTHER LAW, TO FAIL TO OBTAIN
GOVERNMENTAL OR THIRD PARTY CONSENTS FOR THE COLLECTION OR DISPOSITION OF
COLLATERAL TO BE COLLECTED OR DISPOSED OF, (C) TO FAIL TO EXERCISE COLLECTION
REMEDIES AGAINST ACCOUNT CUSTOMERS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR
TO FAIL TO REMOVE LIENS OR ENCUMBRANCES ON OR ANY ADVERSE CLAIMS AGAINST
COLLATERAL, (D) TO EXERCISE COLLECTION REMEDIES AGAINST ACCOUNT CUSTOMERS AND
OTHER PERSONS OBLIGATED ON COLLATERAL DIRECTLY OR THROUGH THE USE OF COLLECTION