WITH THE COLLATERAL,
(III) FORECLOSE OR OTHERWISE ENFORCE COLUMBUS BANK'S SECURITY INTEREST IN ANY
MANNER PERMITTED BY LAW OR PROVIDED FOR IN THIS
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AGREEMENT, (IV) WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL OR OTHERWISE
DISPOSE OF THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT ONE OR
MORE PUBLIC OR PRIVATE SALES, AT ANY PLACE OR PLACES WHETHER OR NOT THE
COLLATERAL IS PRESENT AT THE PLACE OF SALE, FOR CASH, ON CREDIT, OR FOR FUTURE
DELIVERY, AND UPON SUCH OTHER TERMS AND IN SUCH MANNER AS COLUMBUS BANK MAY, IN
COMPLIANCE WITH ANY MANDATORY REQUIREMENTS OF APPLICABLE LAW, DETERMINE TO BE
COMMERCIALLY REASONABLE, (V) RECOVER FROM LLC ALL COSTS AND EXPENSES, INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, INCURRED OR PAID BY COLUMBUS
BANK IN EXERCISING ANY RIGHT, POWER, PRIVILEGE OR REMEDY PROVIDED BY THIS
AGREEMENT OR BY LAW OR IN EQUITY, (VI) WITHOUT NOTICE OR DEMAND OF LEGAL
PROCESS, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY LLC, ENTER INTO PROPERTY
WHERE ANY COLLATERAL OR BOOKS AND RECORDS RELATING THERETO ARE LOCATED AND TAKE
POSSESSION THEREOF WITH OR WITHOUT JUDICIAL PROCESS, AND (VII) PRIOR TO THE
DISPOSITION OF THE COLLATERAL, PREPARE IT FOR DISPOSITION IN ANY MANNER AND TO
THE EXTENT COLUMBUS BANK DEEMS APPROPRIATE; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, COLUMBUS BANK MAY SELL OR
OTHERWISE DISPOSE THE COLLATERAL OR ANY PART THEREOF IN ITS THEN CONDITION
WITHOUT ANY PREPARATION OR PROCESSING.
LLC AGREES THAT, TO THE EXTENT NOTICE OF
SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE TO
LLC OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE
SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION THEREOF.
COLUMBUS
BANK SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS OF NOTICE
OF SALE HAVING BEEN GIVEN.
COLUMBUS BANK MAY ADJOURN ANY PUBLIC OR PRIVATE SALE
FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH
SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS
SO ADJOURNED.
UPON ANY SALE OR OTHER DISPOSITION PURSUANT TO THIS AGREEMENT,
COLUMBUS BANK SHALL HAVE THE RIGHT TO DELIVER, ASSIGN AND TRANSFER TO PURCHASER
THEREOF THE COLLATERAL OR ANY PART THEREOF AND TRANSFER TO THE PURCHASER THEREOF
THE COLLATERAL OR ANY PART THEREOF SO SOLD OR DISPOSED OF.
EACH PURCHASER AT
ANY SUCH SALE OR OTHER DISPOSITION (INCLUDING COLUMBUS BANK) SHALL HOLD THE
COLLATERAL FREE FROM ANY CLAIM OR RIGHT OF WHATEVER KIND, INCLUDING ANY EQUITY
OR RIGHT OF REDEMPTION OF LLC AND LLC SPECIFICALLY WAIVES (TO THE EXTENT
PERMITTED BY LAW) ALL RIGHTS OF REDEMPTION, STAY OR APPRAISAL WHICH IT HAS OR
MAY HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ADOPTED.
(B)
ALL CASH PROCEEDS RECEIVED BY COLUMBUS BANK IN RESPECT OF ANY
SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF THE
COLLATERAL SHALL BE APPLIED