THE EXERCISE OR ENFORCEMENT OF ANY
OF THE RIGHTS OF SECURED PARTY HEREUNDER; OR (VI) THE FAILURE BY DEBTOR TO
PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF, EXCEPT EXPENSES RESULTING FROM
SECURED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 4.6.
NON-JUDICIAL REMEDIES.
IN
GRANTING TO SECURED PARTY THE POWER TO ENFORCE ITS RIGHTS HEREUNDER WITHOUT
PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING, DEBTOR EXPRESSLY WAIVES, RENOUNCES
AND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE SECURED
PARTY TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS.
IN SO PROVIDING FOR
NON-JUDICIAL REMEDIES, DEBTOR RECOGNIZES AND CONCEDES THAT SUCH REMEDIES ARE
CONSISTENT WITH THE USAGE OF TRADE, ARE RESPONSIVE TO COMMERCIAL NECESSITY, AND
ARE THE RESULT OF A BARGAIN AT ARM'S LENGTH.
NOTHING HEREIN IS INTENDED,
HOWEVER, TO PREVENT SECURED PARTY OR DEBTOR FROM RESORTING TO JUDICIAL PROCESS
AT ITS OPTION.
SECTION 4.7.
OTHER RECOURSE.
DEBTOR WAIVES
ANY RIGHT TO REQUIRE SECURED PARTY OR ANY LENDER TO PROCEED AGAINST ANY OTHER
PERSON, TO EXHAUST ANY COLLATERAL OR OTHER SECURITY FOR THE SECURED OBLIGATIONS,
OR TO HAVE ANY OTHER LIABLE PARTY JOINED WITH DEBTOR IN ANY SUIT ARISING OUT OF
THE SECURED OBLIGATIONS OR THIS AGREEMENT, OR PURSUE ANY OTHER REMEDY IN SECURED
PARTY'S POWER.
DEBTOR FURTHER WAIVES ANY AND ALL NOTICE OF ACCEPTANCE OF THIS
AGREEMENT AND OF THE CREATION, MODIFICATION, REARRANGEMENT, RENEWAL OR EXTENSION
FOR ANY PERIOD OF ANY OF THE SECURED OBLIGATIONS OF ANY OTHER LIABLE PARTY FROM
TIME TO TIME.
DEBTOR FURTHER WAIVES ANY DEFENSE ARISING BY REASON OF ANY
DISABILITY OR OTHER DEFENSE OF ANY OTHER LIABLE PARTY OR BY REASON OF THE
CESSATION FROM ANY CAUSE WHATSOEVER OF THE LIABILITY OF ANY OTHER LIABLE PARTY.
THIS AGREEMENT SHALL CONTINUE IRRESPECTIVE OF THE FACT THAT THE LIABILITY OF ANY
OTHER LIABLE PARTY MAY HAVE CEASED AND IRRESPECTIVE OF THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER OBLIGATION DOCUMENT TO WHICH DEBTOR OR ANY OTHER
LIABLE PARTY MAY BE A PARTY, AND NOTWITHSTANDING ANY DEATH, INCAPACITY,
REORGANIZATION, OR BANKRUPTCY OF ANY OTHER LIABLE PARTY OR ANY OTHER EVENT OR
PROCEEDING AFFECTING ANY OTHER LIABLE PARTY.
UNTIL ALL OF THE SECURED
OBLIGATIONS SHALL HAVE BEEN PAID IN FULL, DEBTOR SHALL HAVE NO RIGHT TO
SUBROGATION AND DEBTOR WAIVES THE RIGHT TO ENFORCE ANY REMEDY WHICH SECURED
PARTY OR ANY LENDER HAS OR MAY HEREAFTER HAVE AGAINST ANY OTHER LIABLE PARTY,
AND WAIVES ANY BENEFIT OF AND ANY RIGHT TO PARTICIPATE IN ANY OTHER SECURITY
WHATSOEVER NOW OR
14
HEREAFTER HELD BY SECURED PARTY AND EACH LENDER.
DEBTOR AUTHORIZES SECURED
PARTY, WITHOUT NOTICE OR DEMAND, WITHOUT ANY RESERVATION OF RIGHTS AGAINST
DEBTOR, AND WITHOUT IN ANY WAY AFFECTING DEBTOR'S LIABILITY HEREUNDER OR ON THE
SECURED OBLIGATIONS, FROM TIME TO TIME TO (A) TAKE OR HOLD ANY OTHER PROPERTY OF
ANY TYPE FROM ANY OTHER PERSON AS SECURITY FOR THE SECURED OBLIGATIONS, AND
EXCHANGE, ENFORCE, WAIVE AND RELEASE ANY OR ALL OF SUCH OTHER PROPERTY,
(B) APPLY THE COLLATERAL OR SUCH OTHER PROPERTY AND DIRECT THE ORDER OR MANNER
OF SALE THEREOF