IN A PARTICULAR INSTANCE, SUCH
NOTICE SHALL BE DEEMED COMMERCIALLY REASONABLE IF GIVEN IN THE MANNER SPECIFIED
FOR THE GIVING OF NOTICE IN 0 HEREOF AT LEAST TEN CALENDAR DAYS PRIOR TO THE
DATE OF INTENDED DISPOSITION OR OTHER ACTION, AND THE SECURED PARTY MAY EXERCISE
OR ENFORCE ANY AND ALL OTHER RIGHTS OR REMEDIES AVAILABLE BY LAW OR AGREEMENT
AGAINST THE COLLATERAL, AGAINST THE GRANTORS, OR AGAINST ANY OTHER PERSON OR
PROPERTY.
THE SECURED PARTY (I) MAY DISPOSE OF THE COLLATERAL IN ITS THEN
PRESENT CONDITION OR FOLLOWING SUCH PREPARATION AND PROCESSING AS THE SECURED
PARTY DEEMS COMMERCIALLY REASONABLE, (II) SHALL HAVE NO DUTY TO PREPARE OR
PROCESS THE COLLATERAL PRIOR TO SALE, (III) MAY DISCLAIM WARRANTIES OF TITLE,
POSSESSION, QUIET ENJOYMENT AND THE LIKE, AND (IV) MAY COMPLY WITH ANY
APPLICABLE STATE OR FEDERAL LAW REQUIREMENTS IN CONNECTION WITH A DISPOSITION OF
THE COLLATERAL AND NONE OF THE FOREGOING ACTIONS SHALL BE DEEMED TO ADVERSELY
AFFECT THE COMMERCIAL REASONABLENESS OF THE DISPOSITION OF THE COLLATERAL.
9
SECTION 20.
REMEDIES AS TO CERTAIN RIGHTS TO PAYMENT.
UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER THE SECURED PARTY
MAY NOTIFY ANY ACCOUNT DEBTOR OR OTHER PERSON OBLIGATED ON ANY ACCOUNTS OR OTHER
COLLATERAL THAT THE SAME HAVE BEEN ASSIGNED OR TRANSFERRED TO THE SECURED PARTY,
FOR THE RATABLE BENEFIT OF THE SECURED PARTY AND THE LENDERS, AND THAT THE SAME
SHOULD BE PERFORMED AS REQUESTED BY, OR PAID DIRECTLY TO, THE SECURED PARTY, AS
THE CASE MAY BE.
THE GRANTORS SHALL JOIN IN GIVING SUCH NOTICE, IF THE SECURED
PARTY SO REQUESTS.
THE SECURED PARTY MAY, IN THE SECURED PARTY'S NAME OR IN A
GRANTOR'S NAME, DEMAND, SUE FOR, COLLECT OR RECEIVE ANY MONEY OR PROPERTY AT ANY
TIME PAYABLE OR RECEIVABLE ON ACCOUNT OF, OR SECURING, ANY SUCH COLLATERAL OR
GRANT ANY EXTENSION TO, MAKE ANY COMPROMISE OR SETTLEMENT WITH OR OTHERWISE
AGREE TO WAIVE, MODIFY, AMEND OR CHANGE THE OBLIGATION OF ANY SUCH ACCOUNT
DEBTOR OR OTHER PERSON.
IF ANY PAYMENTS ON ANY SUCH COLLATERAL ARE RECEIVED BY
A GRANTOR AFTER AN EVENT OF DEFAULT HAS OCCURRED, SUCH PAYMENTS SHALL BE HELD IN
TRUST BY SUCH GRANTOR AS THE PROPERTY OF THE SECURED PARTY, FOR THE RATABLE
BENEFIT OF THE SECURED PARTY AND THE LENDERS, AND SHALL NOT BE COMMINGLED WITH
ANY FUNDS OR PROPERTY OF SUCH GRANTOR AND SHALL BE FORTHWITH REMITTED TO THE
SECURED PARTY FOR APPLICATION ON THE OBLIGATIONS.
SECTION 21.
APPLICATION OF PROCEEDS.
ALL CASH PROCEEDS RECEIVED BY
THE SECURED PARTY IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL MAY, IN THE DISCRETION OF THE
SECURED PARTY, BE HELD BY THE SECURED PARTY AS COLLATERAL FOR, OR THEN OR AT ANY
TIME THEREAFTER BE APPLIED IN WHOLE OR IN PART BY THE SECURED PARTY AGAINST, ALL
OR ANY PART OF THE OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ANY EXPENSES OF
THE SECURED PARTY PAYABLE PURSUANT TO THIS AGREEMENT).
SECTION