APPLIED AS AFORESAID.
G-9
(B)
BORROWER EXPRESSLY AGREES THAT, SUBJECT TO
SECTIONS 5.01 AND 5.02 HEREOF, MORTGAGEE MAY COLLECT, RECEIVE, ASSEMBLE,
PROCESS, APPROPRIATE AND REALIZE UPON THE COLLATERAL, OR ANY PART THEREOF, AND
MAY FORTHWITH SELL, LEASE, ASSIGN, GIVE AN OPTION OR OPTIONS TO PURCHASE OR
OTHERWISE DISPOSE OF AND DELIVER SAID COLLATERAL (OR CONTRACT TO DO SO), OR ANY
PART THEREOF, IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, AT ANY
EXCHANGE AT SUCH PRICES AS IT MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE
DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK.
MORTGAGEE SHALL HAVE THE RIGHT
UPON ANY SUCH PUBLIC SALE OR SALES AND, TO THE EXTENT PERMITTED BY LAW, TO
PURCHASE FOR THE BENEFIT OF MORTGAGEE BY CREDIT BID THE WHOLE OR ANY PART OF
SAID COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION, WHICH EQUITY
OF REDEMPTION BORROWER HEREBY RELEASES.
SUCH SALES MAY BE ADJOURNED, OR
CONTINUED FROM TIME TO TIME WITH OR WITHOUT NOTICE.
BORROWER SHALL REMAIN
LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE OR DISPOSITION OF THE
COLLATERAL ARE INSUFFICIENT TO PAY THE SECURED OBLIGATIONS AND ALL OTHER AMOUNTS
TO WHICH MORTGAGEE IS ENTITLED.
(C)
BORROWER FURTHER AGREES, SUBJECT TO
SECTIONS 5.01 AND 5.02 HEREOF, TO ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE
TO MORTGAGEE AT PLACES WHICH MORTGAGEE SHALL REASONABLY SELECT.
UNTIL MORTGAGEE
IS ABLE TO EFFECT A SALE, LEASE, OR OTHER DISPOSITION OF THE COLLATERAL AND
SUBJECT TO SECTIONS 5.01 AND 5.02 HEREOF, MORTGAGEE SHALL HAVE THE RIGHT TO
COMPLETE, ASSEMBLE, USE OR OPERATE THE COLLATERAL OR ANY PART THEREOF, TO THE
EXTENT THAT MORTGAGEE DEEMS APPROPRIATE, FOR THE PURPOSE OF PRESERVING SUCH
COLLATERAL OR ITS VALUE OR FOR ANY OTHER PURPOSE. IN ADDITION, THE BORROWER WILL
PROVIDE, WITHOUT COST OR EXPENSE TO THE MORTGAGEE, STORAGE FACILITIES FOR ANY
SUCH ENGINE OR ITEM OF EQUIPMENT AND WILL CAUSE SUCH ENGINE OR ITEM OF EQUIPMENT
TO BE MAINTAINED AS REQUIRED BY THE TERMS HEREOF AND OF THE CREDIT AGREEMENT.
MORTGAGEE SHALL HAVE NO OBLIGATION TO BORROWER TO MAINTAIN OR PRESERVE THE
RIGHTS OF BORROWER AS AGAINST THIRD PARTIES WITH RESPECT TO ANY COLLATERAL WHILE
SUCH COLLATERAL IS IN THE POSSESSION OF MORTGAGEE.
(D)
UPON THE COMPLETION OF ANY SALE OF ANY
COLLATERAL, FULL TITLE AND (SUBJECT TO SECTIONS 5.01 AND 5.02 HEREOF) RIGHT OF
POSSESSION TO THE ENGINE OR ITEM OF EQUIPMENT SO SOLD SHALL (SUBJECT TO ANY
RETENTION OF TITLE BY THE MORTGAGEE AS PART OF THE TERMS OF SUCH SALE) PASS TO
THE ACCEPTED PURCHASER FORTHWITH UPON THE COMPLETION OF SUCH SALE, AND THE
BORROWER SHALL DELIVER, IN ACCORDANCE WITH THE INSTRUCTIONS OF THE MORTGAGEE
(INCLUDING CAUSING THE ENGINE OR ITEM OF EQUIPMENT TO BE DELIVERED TO SUCH
AIRPORTS AS THE MORTGAGEE MAY SPECIFY), SUCH ENGINE OR ITEM OF EQUIPMENT SO
SOLD.
THE MORTGAGEE IS HEREBY IRREVOCABLY APPOINTED THE TRUE AND LAWFUL
ATTORNEY OF THE BORROWER, AND IN ITS STEAD, TO MAKE ALL NECESSARY CONVEYANCES OF
AN