| 2. Waiver: In General. Section 1-102(3) addresses which |
| provisions of the UCC are mandatory and which may be varied by |
| agreement. With exceptions relating to good faith, diligence, |
| reasonableness, and care, immediate parties, as between |
| themselves, may vary its provisions by agreement. However, in |
| the context of rights and duties after default, our legal system |
| traditionally has looked with suspicion on agreements that limit |
| the debtor's rights and free the secured party of its duties. As |
| stated in former Section 9-501, Comment 4, "no mortgage clause |
| has ever been allowed to clog the equity of redemption." The |
| context of default offers great opportunity for overreaching. |
| The suspicious attitudes of the courts have been grounded in |
| common sense. This section, like former Section 9-501(3), |
| codifies this longstanding and deeply rooted attitude. The |
| specified rights of the debtor and duties of the secured party |
| may not be waived or varied except as stated. Provisions that |
| are not specified in this section are subject to the general |
| rules in Section 1-102(3). |