6E(3) Blackthorn Golf Course Financing Agreement

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rights against prior parties or as to the preservation of any rights pertaining thereto beyond the safe custody thereof. The Secured Party may exercise its rights with respect to Collateral without resorting to or regard to other Collateral or sources of reimbursement for any Liability. The Secured Party shall not have any duty to clean, repair or otherwise prepare any of the Collateral for sale, and the Secured Party may specifically disclaim any wai-~•anties of title or the like. The Secured Party shall not be deemed to have waived any of these rights upon or under the Liabilities or Collateral unless such waiver be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on anyone occasion shall not be construed as a bar to the exercise of any right on any future occasion. All rights and remedies of the Secured Party as to the Liabilities or Collateral set forth herein, in the other Loan Documents, or available at law shall be cumulative and may be exercised singly, successively or together. The Secured Party may, from time to time, without notice to the Boi7•ower: (a) retain or obtain a security interest in any property of any other Person, in addition to the Collateral, to secure any of the Liabilities; (b) retain or obtain the primary or secondary liability of any Person, in addition to the Boi-~•ower with respect to any of the Liabilities; (c) extend or renew for any period (whether or not longer than the original period) or release or compromise any liability of any party or parties primarily or secondarily liable to the Secured Party under the Loan Agreement; (d) release its security interest in any of the property securing any of the Liabilities and pet-~Iiit any substitution or exchange for any such property; and (e) resort to the Collateral for the payment of any of the Liabilities whether or not it shall have resorted to any other property or shall have proceeded against any party primarily or secondarily liable for any of the Liabilities. The Secured Party shall not, under any circumstances, or in any event whatsoever, have any liability for any error or omission or delay of any kind occu~7•ing in the liquidation of any Collateral, including the settle- ment or collection of any Account or for any damage resulting therefrom, absent a showing of gross negligence, bad faith or willful misconduct. This Agn•eement may be amended only by a writing duly signed by the Secured Party and the Borrower. Section 8.8. Expenses; Proceeds of Collateral. The Borrower shall pay to the Secured Party on demand any and all reasonable out-of-pocket expenses, including reasonable attorneys' fees, incun•ed or paid by the Secured Party in protecting or enforcing its rights upon or under the Liabilities or the Collateral or the existence, perfection or priority of the Secured Party's security interest therein. The. proceeds from the disposition made by the secured party of any collateral after the debtor's default shall be applied to: a. the reimbursement of the secured party for the reasonable expenses of retaking, holding, preparing the collateral for disposition, the effecting of the disposition and similar charges; b. the satisfaction of the debt secured by the secured interest under which the disposition of the collateral has been made; c. the satisfaction of the debt secured by any subordinate interest in the collateral provided the subordinate security holder has given the secured party who is disposing of the collateral notice of his claim to share in the proceeds of the disposition prior to the completion of such distribution by the secured party; and d. a retw•n to the debtor of any balance. 12