PARTY SHALL DELIVER OR CAUSE TO BE DELIVERED TO DEBTORS, AT DEBTORS' EXPENSE,
RELEASES AND SATISFACTIONS, OR TRANSFERS WITHOUT WARRANTY, OF ALL COLLATERAL,
INCLUDING RELEASES OF DEEDS OF TRUST AND MORTGAGES, FINANCING STATEMENTS, AND
OTHER REGISTRATIONS OF SECURITY WITH RESPECT TO THE COLLATERAL, AND DEBTORS
SHALL DELIVER TO SECURED PARTY A GENERAL RELEASE OF ALL OF SECURED PARTY'S
LIABILITIES AND OBLIGATIONS INCLUDING UNDER THE LOAN DOCUMENTS AND AN
ACKNOWLEDGMENT THAT THE SAME HAVE BEEN TERMINATED.
FURTHERMORE, IT IS
CONTEMPLATED BY THE PARTIES HERETO THAT THERE MAY BE TIMES WHEN NO SECURED
OBLIGATIONS ARE OWING; NOTWITHSTANDING SUCH OCCURRENCES, HOWEVER, THIS AGREEMENT
SHALL REMAIN VALID AND SHALL BE IN FULL FORCE AND EFFECT AS TO SUBSEQUENT
SECURED OBLIGATIONS PROVIDED SECURED PARTY HAS NOT EXECUTED A WRITTEN
TERMINATION STATEMENT AND RETURNED POSSESSION OF THE COLLATERAL TO DEBTORS.
OTHERWISE THIS AGREEMENT SHALL CONTINUE IRRESPECTIVE OF THE FACT THAT THE
LIABILITY OF OTHER LIABLE PARTY MAY HAVE CEASED, OR IRRESPECTIVE OF THE VALIDITY
OR ENFORCEABILITY OF THE NOTE OR ANY OF THE SECURITY DOCUMENTS, INCLUDING THE
CREDIT AGREEMENT, TO WHICH OTHER LIABLE PARTY MAY BE A PARTY, AND
NOTWITHSTANDING THE REORGANIZATION, DEATH, INCAPACITY OR BANKRUPTCY OF OTHER
LIABLE PARTY, AND NOTWITHSTANDING THE REORGANIZATION OR BANKRUPTCY OF ANY
DEBTOR, OR ANY OTHER EVENT OR PROCEEDING AFFECTING ANY DEBTOR OR OTHER LIABLE
PARTY.
SECTION 5.11
EXERCISE OF RIGHTS, ETC.
TIME SHALL BE OF THE ESSENCE
FOR THE PERFORMANCE OF ANY ACT UNDER THIS AGREEMENT OR THE SECURED OBLIGATIONS
BY ANY DEBTOR OR OTHER LIABLE PARTY, BUT NEITHER SECURED PARTY'S ACCEPTANCE OF
PARTIAL OR DELINQUENT PAYMENTS NOR ANY FORBEARANCE, FAILURE OR DELAY BY SECURED
PARTY IN EXERCISING ANY RIGHT, POWER OR REMEDY SHALL BE DEEMED A WAIVER OF ANY
OBLIGATION OF ANY DEBTOR OR OF OTHER LIABLE PARTY OR OF ANY RIGHT, POWER OR
REMEDY OF SECURED PARTY OR PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF; AND
NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR REMEDY SHALL PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF, OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
REMEDY.
SECTION 5.12
REMEDY AND WAIVER.
SECURED PARTY MAY REMEDY ANY DEFAULT
OR EVENT OF DEFAULT WITHOUT WAIVING THE DEFAULT OR EVENT OF DEFAULT OR WAIVING
ANY PRIOR OR SUBSEQUENT DEFAULT OR EVENT OF DEFAULT.
SECTION 5.13
NON-JUDICIAL REMEDIES. SECURED PARTY MAY ENFORCE ITS
RIGHTS HEREUNDER WITHOUT PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING, AND EACH
DEBTOR EXPRESSLY WAIVES, RENOUNCES AND KNOWINGLY RELINQUISHES ANY AND ALL LEGAL
RIGHTS WHICH MIGHT OTHERWISE REQUIRE SECURED PARTY TO ENFORCE ITS RIGHTS BY
JUDICIAL PROCESS.
IN SO PROVIDING FOR NON-JUDICIAL REMEDIES, EACH DEBTOR
RECOGNIZES AND CONCEDES THAT SUCH REMEDIES ARE CONSISTENT WITH THE USAGE OF THE
TRADE, ARE RESPONSIVE TO COMMERCIAL NECESSITY, AND ARE THE RESULT OF BARGAIN AT
ARM'S LENGTH.
NOTHING HEREIN IS INTENDED TO PREVENT SECURED PARTY OR ANY DEBTOR
FROM RESORTING TO JUDICIAL PROCESS AT ANY PARTY'S OPTION.
13
SECTION 5.14
COMPLIANCE WITH OTHER LAWS.
SECURED PARTY MAY COMPLY IN
ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ANY APPLICABLE STATE OR FEDERAL
LAW IN