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• deems advisable, and the proceeds shall be paid to Secured Party. Any sale, lease, or other
<br />disposition by Secured Party of the Collateral, or any part of it, may be for cash or other value.
<br />Debtor will execute and deliver, or cause to be executed and delivered, such instruments,
<br />documents, assignments, deeds, waivers, certi~cates, and affidavits and take such further action as
<br />Secured Party reasonably requires in connection with such sale, and Debtor hereby constitutes
<br />Secured Party as its attorney in fact to execute any such instrument, document, assignment, deed,
<br />waiver, certificate, or affidavit on behalf of Debtor and in its name.
<br />7. 3 Secured Party shall be entitled to hold the Collateral, or the proceeds of the
<br />Collateral, in its own name and for its own account, as retainage under the construction contract, in
<br />the manner described in ORS 279.420(1)(a). Secured Party shall have no obligation to dispose of
<br />any of the Collateral, and shall in no event be deemed to have accepted the Collateral in satisfaction
<br />of Debtor's Obligations.
<br />7.4 With respect to any Collateral which is comprised of securities customarily sold on
<br />a recognized market, Secured Party shall not be obligated to give Debtor any notice of sale or other
<br />intended disposition. With respect to any other kind of Collateral, any notice given by Secured
<br />Party pursuant to Section 10.6 and deemed received by Debtor pursuant to Section 10.6 at least
<br />five days before a sale, lease, disposition, or other intended action by Secured Party with respect to
<br />any of the Collateral will constitute fair and reasonable notice to Debtor of any such action. A
<br />public sale in the following fashion will be conclusively presumed to be reasonable: (1) the sale is
<br />held in Marion County; (2) the sale is conducted by auction, but it need not be by a professional
<br />auctioneer; and (3) any Collateral is sold as is and without any preparation for sale.
<br />7.5 Secured Party will have no obligation to (1) preserve any rights to the Collateral
<br />against any Person, (2) make any demand on or pursue or exhaust any rights or remedies against
<br />• Debtor or others with respect to payment of the Obligations, (3) pursue or exhaust any rights or
<br />remedies with respect to any of the Collateral or any other security for the Obligations, or (4)
<br />marshal any assets in favor of Debtor or any other Person against or in payment of any or all of the
<br />Obligadons. To the extent that Debtor makes a payment to Secured Party or Secured Party enforces
<br />any security interest and such payment or the proceeds of such enforcement or any part of it arc
<br />subsequendy invalidated, declarcd to be fraudulent or preferential, set aside or required to be repaid
<br />to a trustee, receiver, or any other party under any law or equitable cause, then, to the extent of
<br />such recovery, the Obligations or part of them originally intended to be satisfied will be revived
<br />and continued in full force and effect with all Collateral as security for it, as if such payment had
<br />not been made or such enforcement or setoff had not occurred.
<br />7. 6 Secured Party may discharge any Lien or bond the same, pay any charges, or
<br />obtain any record and pay any taxes, assessments, and governmental charges levied or assessed or
<br />imposed on or with respect to the Collateral that Debtor fails to pay. Debtor will reimburse
<br />Secured Party for all costs and expenses incurred by Secured Party in exercising its rights or
<br />remedies under this Agreement, including court costs and costs of sale.
<br />SECTION 8. WAIVERS
<br />All of Secured Party's rights with respect to the Collateral will continue unimpaired, and
<br />Debtor will be and will remain obligated in accordance with the terms of this Agreement,
<br />notwithstanding (1) any release or substitution of Collateral or other security for the Obligations (2)
<br />any failure to perfect Secured Party's interest in the Collateral or other security, or (3) any delay,
<br />extension of time, renewal, compromise, or other indulgence granted by Secured Party in reference
<br />• Security Agreement
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