THEREOF, TO THE EXTENT THAT IT DEEMS APPROPRIATE FOR THE PURPOSE OF PRESERVING
COLLATERAL OR ITS VALUE OR FOR ANY OTHER PURPOSE DEEMED APPROPRIATE BY AGENT.
AGENT SHALL HAVE NO OBLIGATION TO ANY GRANTOR TO MAINTAIN OR PRESERVE THE RIGHTS
OF SUCH GRANTOR AS AGAINST THIRD PARTIES WITH RESPECT TO COLLATERAL WHILE
COLLATERAL IS IN THE POSSESSION OF AGENT.
AGENT MAY, IF IT SO ELECTS, SEEK THE
APPOINTMENT OF A RECEIVER OR KEEPER TO TAKE POSSESSION OF COLLATERAL AND TO
ENFORCE ANY OF AGENT'S REMEDIES (FOR THE BENEFIT OF AGENT AND LENDERS), WITH
RESPECT TO SUCH APPOINTMENT WITHOUT PRIOR NOTICE OR HEARING AS TO SUCH
APPOINTMENT.
AGENT SHALL APPLY THE NET PROCEEDS OF ANY SUCH COLLECTION,
RECOVERY, RECEIPT, APPROPRIATION, REALIZATION OR
17
SALE 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 ACCOUNT FOR THE SURPLUS, IF
ANY, TO THE RELEVANT 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.
EACH GRANTOR 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 AND OTHER EXPENSES INCURRED BY AGENT OR ANY LENDER TO COLLECT SUCH
DEFICIENCY.
(B)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN OR IN THE CREDIT AGREEMENT, 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.
(C)
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