THIS
SECTION WITHOUT ACCOUNTABILITY TO THE BORROWER (EXCEPT TO THE EXTENT OF SURPLUS
MONEY RECEIVED AND EXCEPT AS TO ANY ACCOUNTING OF ANY SURPLUS OR DEFICIENCY THAT
BORROWER IS PERMITTED TO REQUEST UNDER THE UCC).
THE BANK MAY REQUIRE SUCH
POTENTIAL BIDDERS OR PURCHASERS TO HAVE CERTAIN COMMERCIALLY REASONABLE
QUALIFICATIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF ALL OR ANY PART OF THE COLLATERAL IS PERISHABLE OR THREATENS TO
DECLINE SPEEDILY IN VALUE OR IS OF A TYPE CUSTOMARILY SOLD IN A RECOGNIZED
MARKET ONLY SUCH NOTICE AS SHALL BE REASONABLY PRACTICABLE SHALL BE REQUIRED.
SECTION 10.7.
RECOURSE.
THE BORROWER SHALL BE LIABLE FOR ANY DEFICIENCY IF THE
PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO
SATISFY THE OBLIGATIONS.
THE BORROWER SHALL ALSO BE LIABLE FOR ALL REASONABLE
COSTS AND EXPENSES OF THE BANK INCURRED IN CONNECTION WITH COLLECTING SUCH
DEFICIENCY, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS
OF ANY ATTORNEYS EMPLOYED BY THE BANK TO COLLECT SUCH DEFICIENCY.
SECTION 10.8.
APPLICATION OF PROCEEDS.
THE PROCEEDS OF ANY DISPOSITION OF
COLLATERAL SHALL BE APPLIED AS FOLLOWS:
(A)
FIRST, TO THE PAYMENT OF ANY AND ALL
EXPENSES AND FEES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS)
INCURRED BY THE BANK IN CONNECTION WITH THE EXERCISE OF THEIR RIGHTS AND
REMEDIES HEREUNDER, INCLUDING, WITHOUT LIMITATION, EXPENSES AND FEES IN
CONNECTION WITH OBTAINING, TAKING POSSESSION OF, REMOVING, HOLDING, INSURING,
REPAIRING, PREPARING FOR SALE OR LEASE, STORING AND DISPOSING OF COLLATERAL;
(B)
NEXT, TO THE SATISFACTION OF THE OBLIGATIONS
IN SUCH ORDER OF APPLICATION AS THE BANK, IN ITS SOLE DISCRETION, MAY ELECT;
(C)
NEXT, TO ANY OTHER PAYMENT OF ANY AMOUNT
REQUIRED TO BE PAID BY THE BANK BY LAW; AND
(D)
FINALLY, ANY REMAINING SURPLUS TO THE
BORROWER.
SECTION 10.9.
LIMITATION ON DUTIES REGARDING PRESERVATION OF COLLATERAL.
THE
BANK'S SOLE DUTY TO THE BORROWER WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND
PHYSICAL PRESERVATION OF THE COLLATERAL IN ITS POSSESSION, UNDER THE UCC OR
OTHERWISE, SHALL BE TO DEAL WITH SUCH COLLATERAL IN THE SAME MANNER AS THE BANK
DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT.
THE BANK SHALL HAVE NO
OBLIGATION TO TAKE ANY STEPS TO PRESERVE RIGHTS AGAINST PRIOR PARTIES TO ANY
COLLATERAL.
NEITHER THE BANK NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS SHALL BE LIABLE FOR FAILURE TO DEMAND, COLLECT OR REALIZE UPON ALL OR ANY
PART OF THE COLLATERAL OR FOR ANY DELAY IN DOING SO OR SHALL BE UNDER ANY
OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF
THE BORROWER OR OTHERWISE.
28
SECTION 10.10. WAIVER OF CLAIMS.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, THE BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE BANK'S TAKING
POSSESSION OR SALE OR THE BANK'S DISPOSITION OF ANY OF THE COLLATERAL DURING THE
EXISTENCE OF AN EVENT OF DEFAULT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY