In addition to the other rights and remedies granted to Buyer in the Transaction Documents, Buyer shall have all rights and remedies of a secured party under the New York UCC or any other applicable law.  Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing, Buyer, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind to or upon Seller or any other Person (all of which demands, defenses, advertisements and notices, except any advertisement or notice required by law or any notice expressly required by another provision of the Transaction Documents, are hereby waived), may collect, receive, appropriate and realize upon all or any part of the Mortgage Assets, or consent to the use by Sellers or any Mortgagor of any cash collateral arising in respect of the Mortgage Assets on such terms as Buyer deems reasonable, and/or may sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, and/or acquire by credit bid, all or any part of the Mortgage Assets (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Buyer or elsewhere, upon such terms and conditions as Buyer may deem advisable and at such prices as Buyer may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk.  Buyer shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Mortgage Assets so sold, free of any right or equity of redemption in Sellers or any other Person, which right or equity is hereby waived and released.  Sellers further agree, at Buyer’s request, to assemble the Mortgage Assets and make them available to Buyer at places which Buyer shall reasonably select, whether at a Seller’s premises or elsewhere.  Buyer shall apply the proceeds of any action taken by it pursuant to this Section 6(b) , after first applying such proceeds to pay (i) all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the retaking, holding, care, safekeeping, preparing for disposition, processing and disposing of any of the Mortgage Assets or in any other way relating to the Mortgage Assets or the rights of Buyer hereunder, and (ii) to the extent not prohibited by law, all reasonable attorneys’ fees and legal expenses incurred by Buyer, in accordance with clauses first through fifth of Section 12(e) (although without duplication of the applications provided for in clauses (i) and (ii) of this sentence) and only after such applications and after the payment by Buyer of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need Buyer account for the surplus, if any, to Sellers.  To the extent not prohibited by applicable law, each Seller waives all claims, damages and demands it may acquire against Buyer arising out of the exercise of any of Buyer’s rights under Sections 4 , 6 , 12 or 16 .  If any notice of a proposed sale or other disposition of Mortgage Assets shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.