THE SAME FORM AS SO RECEIVED (WITH
ANY NECESSARY ENDORSEMENT).
(C)
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED,
SECURED PARTY SHALL HAVE THE RIGHT, IN ADDITION TO THE OTHER RIGHTS AND REMEDIES
PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT TO BE EXERCISED FROM TIME TO
TIME, (I) TO RETAIN AND APPLY THE DISTRIBUTIONS TO THE SECURED OBLIGATIONS, AND
(II) TO EXERCISE ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER
THE UCC IN EFFECT IN THE STATE OF ILLINOIS AT THAT TIME, AND THE SECURED PARTY
MAY ALSO IN ITS SOLE DISCRETION, WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL
THE COLLATERAL OR ANY PART THEREOF (INCLUDING, WITHOUT LIMITATION, ANY PARTIAL
INTEREST IN THE SURPLUS NOTES) IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE,
AT ANY EXCHANGE, BROKER'S BOARD OR AT ANY OF THE SECURED PARTY'S OFFICES OR
ELSEWHERE, AT SUCH PRICE OR PRICES AND UPON SUCH OTHER TERMS AS THE SECURED
PARTY MAY DEEM COMMERCIALLY REASONABLE.
SECURED PARTY MAY BE THE PURCHASER OF
ANY OR ALL OF THE COLLATERAL AT ANY SUCH SALE AND SHALL BE ENTITLED, FOR THE
PURPOSE OF BIDDING AND MAKING SETTLEMENT OR PAYMENT OF THE PURCHASE PRICE FOR
ALL OR ANY PORTION OF THE COLLATERAL SOLD AT SUCH SALE, TO USE AND APPLY ANY OF
THE SECURED OBLIGATIONS OWED TO IT AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE
OF ANY COLLATERAL PAYABLE BY IT AT SUCH SALE.
EACH PURCHASER AT ANY SUCH SALE
SHALL ACQUIRE THE PROPERTY SOLD ABSOLUTELY FREE FROM ANY CLAIM OR RIGHT ON THE
PART OF PLEDGOR, AND PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ALL RIGHTS OF REDEMPTION, STAY AND/OR APPRAISAL WHICH IT NOW HAS, OR MAY AT
ANY TIME IN THE FUTURE HAVE, UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR
HEREAFTER ENACTED.
PLEDGOR ACKNOWLEDGES AND AGREES THAT FIVE DAYS' NOTICE TO
PLEDGOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE OR OTHER INTENDED DISPOSITION IS TO TAKE PLACE SHALL CONSTITUTE
REASONABLE NOTIFICATION OF SUCH MATTERS.
NO NOTIFICATION NEED BE GIVEN TO
PLEDGOR IF IT HAS SIGNED, AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, A
STATEMENT RENOUNCING OR MODIFYING ANY RIGHT TO NOTIFICATION OF SALE OR OTHER
INTENDED DISPOSITION.
THE SECURED PARTY SHALL NOT BE OBLIGATED TO MAKE ANY SALE
OF COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE SECURED PARTY
MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE
TIME AND PLACE FIXED THEREFORE, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE
MADE AT THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
PLEDGOR HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS AGAINST THE SECURED PARTY
ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY COLLATERAL MAY HAVE
BEEN SOLD AT SUCH A PRIVATE SALE WAS LESS THAN THE PRICE WHICH MIGHT HAVE BEEN
OBTAINED AT A PUBLIC SALE, EVEN IF