ANY MATERIAL RESPECT ON OR AS OF THE DATE WHEN MADE OR REMADE; OR
(III)
IF PLEDGOR FAILS TO OBSERVE OR PERFORM ANY OF THE COVENANTS AND
AGREEMENTS SET FORTH IN THIS SECURITY AGREEMENT (OTHER THAN THOSE COVENANTS
SPECIFICALLY ADDRESSED IN THE LOAN AGREEMENT), AND SUCH FAILURE CONTINUES
UNREMEDIED FOR A PERIOD OF THIRTY (30) DAYS AFTER WRITTEN NOTICE TO THE PLEDGOR;
OR
(IV)
IF ALL OR ANY PART OF THE COLLATERAL IS SUBJECT TO LEVY OF EXECUTION OR
OTHER JUDICIAL PROCESS.
(H)
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT AND AT THE OPTION OF THE LENDER:
2
(I)
THE LENDER SHALL HAVE ALL OF THE RIGHTS, REMEDIES AND PRIVILEGES WITH
RESPECT TO REPOSSESSION, RETENTION AND SALE OF THE COLLATERAL AND DISPOSITION OF
THE PROCEEDS THEREOF AS ARE ACCORDED TO THE LENDER BY THE APPLICABLE SECTIONS OF
THE UCC AND OTHER APPLICABLE LAW.
(II)
WITHOUT LIMITING THE SCOPE OF THE FOREGOING CLAUSE (A), IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT:
A.
THE LENDER SHALL HAVE THE RIGHT TO SELL, RESELL, ASSIGN, AND DELIVER ALL
OR ANY OF THE COLLATERAL AT ANY EXCHANGE OR BROKER'S BOARD OR AT PUBLIC OR
PRIVATE SALE.
THE LENDER AGREES THAT UNLESS THE COLLATERAL IS PERISHABLE OR
THREATENS TO DECLINE SPEEDILY IN VALUE OR IS OF A TYPE CUSTOMARILY SOLD ON A
RECOGNIZED MARKET, THE LENDER WILL GIVE PLEDGOR AT LEAST
TEN (10) DAYS' PRIOR
WRITTEN NOTICE BY REGISTERED OR CERTIFIED MAIL (AT THE ADDRESS OF PLEDGOR SET
FORTH ABOVE) OF THE TIME AND PLACE OF ANY PUBLIC SALE OF THE COLLATERAL OR THE
TIME AFTER WHICH ANY PRIVATE SALE OR ANY OTHER INTENDED DISPOSITION OF THE
COLLATERAL IS TO BE MADE.
ANY SUCH NOTICE SHALL BE DEEMED TO MEET ANY
REQUIREMENT HEREUNDER OR UNDER ANY APPLICABLE LAW (INCLUDING THE UCC) THAT
REASONABLE NOTIFICATION BE GIVEN OF THE TIME AND PLACE OF SUCH SALE OR OTHER
DISPOSITION.
SUCH NOTICE MAY BE GIVEN WITHOUT ANY DEMAND FOR PERFORMANCE OR
OTHER DEMAND, ALL SUCH DEMANDS BEING HEREBY EXPRESSLY WAIVED BY PLEDGOR.
ALL
SALES OF THE COLLATERAL SHALL BE AT SUCH PRICE OR PRICES AS THE LENDER SHALL
DEEM BEST AND EITHER FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY (WITHOUT
ASSUMING ANY RESPONSIBILITY FOR CREDIT RISK);
B.
AT ANY SUCH SALE OR SALES, THE LENDER OR ANY AFFILIATE, DESIGNEE OR AGENT
OF THE LENDER MAY PURCHASE ANY OR ALL OF THE COLLATERAL UPON SUCH TERMS AS SUCH
PURCHASER MAY DEEM BEST, AND THE COLLATERAL SO PURCHASED SHALL BE HELD BY THE
PURCHASER ABSOLUTELY FREE FROM ANY AND ALL CLAIMS OR RIGHTS OF PLEDGOR OF EVERY
KIND AND NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY EQUITY OF
REDEMPTION OR SIMILAR RIGHTS, ALL SUCH EQUITY OF REDEMPTION AND SIMILAR RIGHTS
BEING HEREBY EXPRESSLY WAIVED AND RELEASED BY PLEDGOR.
THE PROCEEDS OF THE SALE
OF ANY COLLATERAL, TOGETHER WITH ANY OTHER ADDITIONAL COLLATERAL SECURITY AT THE
TIME RECEIVED AND HELD HEREUNDER, SHALL BE RECEIVED AND APPLIED: FIRST, TO THE
PAYMENT OF ALL COSTS