| 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). |