THE COLLATERAL TO THE
OBLIGATIONS AS PROVIDED IN THE CREDIT AGREEMENT, AND ONLY AFTER SO PAYING OVER
SUCH NET PROCEEDS, AND AFTER THE PAYMENT BY AGENT OF ANY OTHER AMOUNT REQUIRED
BY ANY PROVISION OF LAW, NEED AGENT
13
ACCOUNT FOR THE SURPLUS, IF ANY, TO ANY GRANTOR.
TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH GRANTOR WAIVES ALL CLAIMS, DAMAGES, AND
DEMANDS AGAINST AGENT OR ANY LENDER ARISING OUT OF THE REPOSSESSION, RETENTION
OR SALE OF THE COLLATERAL EXCEPT SUCH AS ARISE SOLELY OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR SUCH LENDER AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION.
EACH GRANTOR AGREES THAT TEN (10) DAYS
PRIOR NOTICE BY AGENT OF THE TIME AND PLACE OF ANY PUBLIC SALE OR OF THE TIME
AFTER WHICH A PRIVATE SALE MAY TAKE PLACE IS REASONABLE NOTIFICATION OF SUCH
MATTERS.
NOTWITHSTANDING ANY SUCH NOTICE OF SALE, AGENT SHALL NOT BE OBLIGATED
TO MAKE ANY SALE OF COLLATERAL.
IN CONNECTION WITH ANY SALE, LEASE, LICENSE OR
OTHER DISPOSITION OF COLLATERAL, AGENT MAY DISCLAIM ANY WARRANTIES THAT MIGHT
ARISE IN CONNECTION THEREWITH AND AGENT SHALL HAVE NO OBLIGATION TO PROVIDE ANY
WARRANTIES AT SUCH TIME.
GRANTORS SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE
PROCEEDS OF ANY SALE OR DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO PAY
ALL OBLIGATIONS, INCLUDING ANY ATTORNEYS' FEES OR OTHER EXPENSES INCURRED BY
AGENT OR ANY LENDER TO COLLECT SUCH DEFICIENCY.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, EACH GRANTOR
HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST OR ANY NOTICE (TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW) OF ANY KIND IN CONNECTION WITH THIS SECURITY
AGREEMENT OR ANY COLLATERAL.
(D)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES DUTIES ON THE AGENT TO
EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER, EACH GRANTOR ACKNOWLEDGES
AND AGREES THAT IT IS NOT COMMERCIALLY UNREASONABLE FOR THE AGENT (I) TO FAIL TO
INCUR EXPENSES REASONABLY DEEMED SIGNIFICANT BY THE AGENT TO PREPARE COLLATERAL
FOR DISPOSITION OR OTHERWISE TO COMPLETE RAW MATERIAL OR WORK IN PROCESS INTO
FINISHED GOODS OR OTHER FINISHED PRODUCTS FOR DISPOSITION, (II) TO FAIL TO
OBTAIN THIRD PARTY CONSENTS FOR ACCESS TO COLLATERAL TO BE DISPOSED OF, OR TO
OBTAIN OR, IF NOT REQUIRED BY OTHER LAW, TO FAIL TO OBTAIN GOVERNMENTAL OR THIRD
PARTY CONSENTS FOR THE COLLECTION OR DISPOSITION OF COLLATERAL TO BE COLLECTED
OR DISPOSED OF, (III) TO FAIL TO EXERCISE COLLECTION REMEDIES AGAINST ACCOUNT
DEBTORS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR TO REMOVE LIENS ON OR ANY
ADVERSE CLAIMS AGAINST COLLATERAL, (IV) TO EXERCISE COLLECTION REMEDIES AGAINST
ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON COLLATERAL DIRECTLY OR THROUGH
THE USE OF COLLECTION AGENCIES, LIQUIDATORS AND OTHER COLLECTION SPECIALISTS,
(V) TO ADVERTISE DISPOSITIONS OF COLLATERAL THROUGH PUBLICATIONS OR MEDIA OF
GENERAL CIRCULATION, WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED NATURE,
(VI) TO CONTACT OTHER PERSONS, WHETHER OR NOT IN THE SAME BUSINESS AS THE
GRANTOR, FOR EXPRESSIONS OF INTEREST IN ACQUIRING ALL OR ANY PORTION OF SUCH
COLLATERAL,