TO THE
OBLIGATIONS AS PROVIDED IN THE CREDIT AGREEMENT, AND ONLY AFTER SO PAYING OVER
SUCH NET PROCEEDS, AND AFTER THE PAYMENT BY AGENT OF ANY OTHER AMOUNT REQUIRED
BY ANY PROVISION OF LAW, NEED AGENT ACCOUNT FOR THE SURPLUS, IF ANY, TO
GRANTOR.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR WAIVES ALL
CLAIMS, DAMAGES, AND DEMANDS AGAINST AGENT OR ANY LENDER ARISING OUT OF THE
REPOSSESSION, RETENTION OR SALE OF THE COLLATERAL EXCEPT SUCH AS ARISE SOLELY
OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR SUCH LENDER AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.
GRANTOR AGREES THAT
TEN (10) DAYS PRIOR NOTICE BY AGENT OF THE TIME AND PLACE OF ANY PUBLIC SALE OR
OF THE TIME AFTER WHICH A PRIVATE SALE MAY TAKE PLACE IS REASONABLE NOTIFICATION
OF SUCH MATTERS.
GRANTOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS
OF ANY SALE OR DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO PAY ALL
OBLIGATIONS, INCLUDING ANY ATTORNEYS' FEES AND OTHER EXPENSES INCURRED BY AGENT
OR ANY LENDER TO COLLECT SUCH DEFICIENCY.
(B)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN OR IN THE CREDIT AGREEMENT, GRANTOR HEREBY WAIVES PRESENTMENT, DEMAND,
PROTEST OR ANY NOTICE (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) OF ANY
KIND IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY COLLATERAL.
(C)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES
DUTIES ON THE AGENT TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER,
GRANTOR ACKNOWLEDGES AND AGREES THAT IT IS NOT COMMERCIALLY UNREASONABLE FOR THE
AGENT (I) TO FAIL TO INCUR EXPENSES REASONABLY DEEMED SIGNIFICANT BY THE AGENT
TO PREPARE COLLATERAL FOR DISPOSITION OR OTHERWISE TO COMPLETE RAW MATERIAL OR
WORK IN PROCESS INTO FINISHED GOODS OR OTHER FINISHED PRODUCTS FOR DISPOSITION,
(II) 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, (III) TO FAIL TO EXERCISE COLLECTION
REMEDIES AGAINST ACCOUNT DEBTORS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR TO
REMOVE LIENS ON OR ANY ADVERSE CLAIMS AGAINST COLLATERAL, (IV) TO EXERCISE
COLLECTION REMEDIES AGAINST ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON
COLLATERAL DIRECTLY OR THROUGH THE USE OF COLLECTION AGENCIES AND OTHER
COLLECTION SPECIALISTS, (V) TO ADVERTISE DISPOSITIONS OF COLLATERAL THROUGH
PUBLICATIONS OR MEDIA OF GENERAL CIRCULATION, WHETHER OR NOT THE COLLATERAL IS
OF A SPECIALIZED NATURE, (VI) TO CONTACT OTHER PERSONS, WHETHER OR NOT IN THE
SAME BUSINESS AS GRANTOR, FOR EXPRESSIONS OF INTEREST IN ACQUIRING ALL OR ANY
PORTION OF SUCH COLLATERAL, (VII) TO HIRE ONE OR MORE PROFESSIONAL AUCTIONEERS
TO ASSIST IN THE DISPOSITION OF COLLATERAL, WHETHER OR NOT THE COLLATERAL IS OF
A SPECIALIZED NATURE, (VIII) TO DISPOSE OF COLLATERAL BY UTILIZING INTERNET
SITES THAT PROVIDE FOR THE AUCTION OF ASSETS OF THE TYPES INCLUDED IN THE
COLLATERAL OR THAT HAVE THE REASONABLE CAPACITY OF DOING SO, OR THAT