(I)
EXERCISE IN RESPECT TO THE COLLATERAL, ANY ONE OR MORE OF THE
RIGHTS AND REMEDIES AVAILABLE UNDER THE NEW YORK UNIFORM COMMERCIAL CODE AND
OTHER APPLICABLE LAW; AND
(II)
SELL OR OTHERWISE ASSIGN, GIVE AN OPTION OR OPTIONS TO PURCHASE
OR DISPOSE OF AND DELIVER THE COLLATERAL (OR CONTRACT TO DO SO), OR ANY PART
THEREOF, IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, AT
3
ANY EXCHANGE, BROKER'S BOARD OR AT ANY OF PLEDGEE'S OFFICES OR ELSEWHERE UPON
SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH PRICES AS IT MAY
DEEM BEST, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY
CREDIT RISK, FREE OF ANY CLAIM OR RIGHT OF WHATSOEVER KIND (INCLUDING ANY RIGHT
OR EQUITY OF REDEMPTION) OF PLEDGOR, WHICH CLAIM, RIGHT AND EQUITY ARE HEREBY
EXPRESSLY WAIVED AND RELEASED.
PLEDGEE OR ANY LENDER SHALL HAVE THE RIGHT TO
THE EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY SUCH SALE OR SALES, PUBLIC OR
PRIVATE, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD; PROVIDED,
HOWEVER, PLEDGOR SHALL NOT RECEIVE ANY NET PROCEEDS, IF ANY, OF ANY SUCH CREDIT
SALE OR FUTURE DELIVERY UNTIL CASH PROCEEDS ARE ACTUALLY RECEIVED BY PLEDGEE
(WHICH CASH PROCEEDS SHALL BE APPLIED BY PLEDGEE TO THE OBLIGATIONS) AND AFTER
ALL OBLIGATIONS HAVE BEEN PAID IN FULL.
IN CASE OF ANY SALE OF ALL OR ANY PART
OF THE COLLATERAL ON CREDIT OR FOR FUTURE DELIVERY, THE COLLATERAL SO SOLD MAY
BE RETAINED BY PLEDGEE UNTIL THE SELLING PRICE IS PAID BY THE PURCHASER THEREOF,
BUT PLEDGEE SHALL INCUR NO LIABILITY IN CASE OF THE FAILURE OF SUCH PURCHASER TO
PAY FOR THE COLLATERAL SO SOLD AND, IN CASE OF SUCH FAILURE, THE COLLATERAL MAY
AGAIN BE SOLD AS HEREIN PROVIDED.
(B)
ANY NOTICE REQUIRED TO BE GIVEN BY PLEDGEE OF A SALE OF THE
COLLATERAL, OR ANY PART THEREOF, OR OF ANY OTHER INTENDED ACTION BY PLEDGEE,
WHICH OCCURS NOT LESS THAN FIVE (5) DAYS PRIOR TO SUCH PROPOSED ACTION, SHALL
CONSTITUTE COMMERCIALLY REASONABLE AND FAIR NOTICE TO PLEDGOR THEREOF.
IF,
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, A STATEMENT RENOUNCING OR MODIFYING
ANY RIGHT TO NOTIFICATION OF SALE OR OTHER INTENDED DISPOSITION HAS BEEN SIGNED
BY PLEDGOR, DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT, NO SUCH
NOTIFICATION NEED BE GIVEN TO PLEDGOR.
(C)
PLEDGEE SHALL NOT BE OBLIGATED TO MAKE ANY SALE OR OTHER
DISPOSITION OF THE COLLATERAL, OR ANY PART THEREOF UNLESS THE TERMS THEREOF
SHALL, IN ITS SOLE DISCRETION, BE SATISFACTORY TO IT.
PLEDGEE MAY, IF IT DEEMS
IT REASONABLE, POSTPONE OR ADJOURN THE SALE OF ANY OF THE COLLATERAL, OR ANY
PART THEREOF, FROM TIME TO TIME BY AN ANNOUNCEMENT AT THE TIME AND PLACE OF SUCH
SALE OR BY ANNOUNCEMENT AT THE TIME AND PLACE OF SUCH POSTPONED OR ADJOURNED
SALE, WITHOUT BEING REQUIRED TO GIVE A NEW NOTICE OF SALE.
PLEDGOR AGREES THAT
PLEDGEE HAS NO OBLIGATIONS TO PRESERVE