ACCORDANCE WITH
APPLICABLE LAW ANY OR ALL OF THE FOLLOWING RIGHTS AND REMEDIES IN ADDITION TO
THE RIGHTS AND REMEDIES PROVIDED FOR IN THE NOTE:
5.1.1
THOSE RIGHTS AND REMEDIES PROVIDED IN THIS SECURITY AGREEMENT, PROVIDED
THAT THIS SECTION 5.1.1 SHALL NOT BE UNDERSTOOD TO LIMIT ANY RIGHTS OR REMEDIES
AVAILABLE TO THE SECURED PARTY PRIOR TO AN EVENT OF DEFAULT.
5.1.2
THOSE RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY UNDER THE DELAWARE
UCC (WHETHER OR NOT THE DELAWARE UCC APPLIES TO THE AFFECTED COLLATERAL) OR
UNDER ANY OTHER APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, ANY LAW GOVERNING
THE EXERCISE OF A BANK'S RIGHT OF SETOFF OR BANKERS' LIEN) WHEN A DEBTOR IS IN
DEFAULT UNDER A SECURITY AGREEMENT.
5.1.3
WITHOUT NOTICE EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8.1 HEREOF OR
ELSEWHERE HEREIN, THE RIGHT TO SELL, LEASE, ASSIGN, GRANT AN OPTION OR OPTIONS
TO PURCHASE OR OTHERWISE DISPOSE OF THE COLLATERAL OR ANY PART THEREOF IN ONE OR
MORE PARCELS AT PUBLIC OR PRIVATE SALE, FOR CASH, ON CREDIT OR FOR FUTURE
DELIVERY, AND UPON SUCH OTHER TERMS AS THE SECURED PARTY MAY DEEM COMMERCIALLY
REASONABLE.
THE SECURED PARTY MAY PURCHASE ALL OR ANY PART OF THE COLLATERAL AT
PUBLIC OR, IF PERMITTED BY LAW, PRIVATE SALE, AND IN LIEU OF ACTUAL PAYMENT OF
SUCH PURCHASE PRICE, MAY SET OFF THE AMOUNT OF SUCH PURCHASE PRICE AGAINST THE
SECURED OBLIGATIONS THEN OWING.
ANY SALES OF THE COLLATERAL MAY BE ADJOURNED
FROM TIME TO TIME WITH OR WITHOUT NOTICE.
SUBJECT TO THE RIGHTS OF LESSORS,
MORTGAGEES OR OTHER THIRD PARTIES, THE SECURED PARTY SHALL HAVE THE RIGHT TO
CONDUCT SUCH SALES ON THE PREMISES OF THE GRANTOR, AT THE EXPENSE OF THE
GRANTOR, OR ELSEWHERE, ON SUCH OCCASION OR OCCASIONS AS THEY MAY SEE FIT.
THE
NET PROCEEDS REALIZED BY THE SECURED PARTY UPON ANY SUCH SALE OR OTHER
DISPOSITION, AFTER DEDUCTION FOR THE EXPENSE OF RETAKING, HOLDING, PREPARING FOR
SALE, SELLING OR THE LIKE AND THE REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES
INCURRED BY THE SECURED PARTY IN CONNECTION THEREWITH, SHALL BE APPLIED AS
PROVIDED HEREIN TOWARD SATISFACTION OF THE SECURED OBLIGATIONS.
THE SECURED
PARTY SHALL ACCOUNT FOR AND PAY TO THE GRANTOR ANY SURPLUS REALIZED UPON SUCH
SALE OR OTHER DISPOSITION, AND THE GRANTOR SHALL REMAIN LIABLE FOR ANY
DEFICIENCY.
THE COMMENCEMENT OF ANY ACTION, LEGAL OR EQUITABLE, OR THE
RENDERING OF ANY JUDGMENT OR DECREE FOR ANY DEFICIENCY SHALL NOT AFFECT THE
SECURED PARTY'S SECURITY INTEREST IN THE COLLATERAL.
THE GRANTOR AGREES THAT
THE SECURED PARTY HAS NO OBLIGATION TO PRESERVE RIGHTS TO THE COLLATERAL AGAINST
ANY OTHER PARTIES.
5.2.
GRANTOR'S OBLIGATIONS UPON EVENT OF DEFAULT.
UPON THE REQUEST OF THE SECURED PARTY AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE GRANTOR WILL:
5.2.1
ASSEMBLY OF COLLATERAL.
ASSEMBLE AND MAKE AVAILABLE TO THE SECURED PARTY
THE COLLATERAL AND ALL RECORDS RELATING THERETO AT ANY PLACE OR PLACES SPECIFIED
BY THE SECURED PARTY THAT IS REASONABLY CONVENIENT TO THE SECURED PARTY AND THE