6E(3) Blackthorn Golf Course Financing Agreement

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Unifoi7n Commercial Code (regardless of whether the Code has been enacted in the jurisdiction where rights or remedies are asserted), including, without limitation, the right to take possession of the Collateral, and for that purpose the Secured Party may, so far as the Borrower can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party shall give to the Bon-ower at least ten (10) days' prior written notice of the tune and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made; provided, however, i£ (a) the Collateral is perishable; (b) the Collateral threatens to decline speedily in value; or (c) the Collateral is of a type sold on a recognized market; no such notice shall be required. The Secured Party may in its discretion h•ansfer any securities or other property constituting Collateral into its own name or that of its nominee and receive the income thereon and hold the same as security for Liabilities or apply it on principal or interest due on Liabilities. Upon default of the debtor, the secured party may bring any action or proceeding to enforce the debt of the debtor, without regard to whether he takes any proceedings with respect to the collateral. Section 8.4. Reasonableness of Notice. The secured party shall give debtor notice of the time and place of any public sale of any of the collateral or of the time after which any private sale or any other intended disposition thereof is to be made by sending notice, first class postage prepaid and addressed to the debtor as provided below, at least five days before the time of the sale or other disposition, which provisions for notice the debtor and the secured party agree are reasonable. Section 8.5. Conunercially Reasonable Method of Sale. Debtor agrees that any sale of the collateral through a broker or person regularly dealing in secondhand goods or used goods of the same type as the collateral is a commercially reasonable method of sale. Section 8.6. Deposits. Any and all Deposit Accounts, deposits or other sums at any time credited by or due from the Secured Party to the Bon-ower shall at all times constitute security for any and all Liabilities, and the Secured Party may apply or set off such deposits or other sums against Liabilities at any time after a Default or Unmatured Default has occui-~-ed and is continuing whether or not the Liabilities are then due or other Collateral is considered by the Secured Party to be adequate. Section 8.7. Waiver and Amendment. Except as otherwise expressly set forth herein, to the extent permitted by law, the Bo~7•ower waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both Liabilities and Collateral, the Borrower assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange, or release of Collateral, to the addition or release of any Person primarily or secondarily liable, to the acceptance of partial payments thereon and the settlement, compromise or adjustment of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. Except as otherwise provided by law, the Secured Party shall not have any duty as to the collection or protection of the Collateral, or any income therefrom, or as to the preservation of