RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ADOPTED.
NO
DEMAND, PRESENTMENT, PROTEST, ADVERTISEMENT OR NOTICE OF ANY KIND (EXCEPT ANY
NOTICE REQUIRED BY LAW, AS REFERRED TO BELOW), ALL OF WHICH ARE HEREBY EXPRESSLY
WAIVED BY THE DEBTOR, SHALL BE REQUIRED IN CONNECTION WITH ANY SALE OR OTHER
DISPOSITION OF ANY PART OF THE COLLATERAL.
IF ANY NOTICE OF A PROPOSED SALE OR
OTHER DISPOSITION OF ANY PART OF THE COLLATERAL SHALL BE REQUIRED UNDER
APPLICABLE LAW, THE SECURED PARTY SHALL GIVE THE DEBTOR AT LEAST TEN (10) DAYS'
PRIOR NOTICE OF THE TIME AND PLACE OF ANY PUBLIC SALE AND OF THE TIME AFTER
WHICH ANY PRIVATE SALE OR OTHER DISPOSITION IS TO BE MADE, WHICH NOTICE THE
DEBTOR AGREES IS COMMERCIALLY REASONABLE.
THE SECURED PARTY SHALL NOT BE
OBLIGATED TO MAKE ANY SALE OF COLLATERAL IF IT SHALL DETERMINE NOT TO DO SO,
REGARDLESS OF THE FACT THAT NOTICE OF SALE MAY HAVE BEEN GIVEN.
THE SECURED
PARTY MAY, WITHOUT NOTICE OR PUBLICATION, ADJOURN ANY PUBLIC OR PRIVATE SALE OR
CAUSE THE SAME TO BE ADJOURNED FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND
PLACE FIXED FOR SALE, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE
TIME AND PLACE TO WHICH THE SAME WAS SO ADJOURNED.
UPON EACH PUBLIC SALE AND,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPON EACH PRIVATE SALE, THE SECURED
PARTY MAY PURCHASE ALL OR ANY OF THE COLLATERAL BEING SOLD, FREE FROM ANY
EQUITY, RIGHT OF REDEMPTION OR OTHER CLAIM OR DEMAND, AND MAY MAKE PAYMENT
THEREFOR BY ENDORSEMENT AND APPLICATION (WITHOUT RECOURSE) OF THE OBLIGATIONS IN
LIEU OF CASH AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE FOR SUCH COLLATERAL.
5.3
APPLICATION OF PROCEEDS.
(A)
ALL PROCEEDS COLLECTED BY THE SECURED PARTY
UPON ANY SALE, OTHER DISPOSITION OF OR REALIZATION UPON ANY OF THE COLLATERAL,
TOGETHER WITH ALL OTHER MONEYS RECEIVED BY THE SECURED PARTY HEREUNDER, SHALL BE
APPLIED AS FOLLOWS:
11
(I)
FIRST, TO PAYMENT OF THE EXPENSES OF
SUCH SALE OR OTHER REALIZATION, INCLUDING REASONABLE COMPENSATION TO THE SECURED
PARTY AND ITS AGENTS AND COUNSEL, AND ALL EXPENSES, LIABILITIES AND ADVANCES
INCURRED OR MADE BY THE SECURED PARTY, ITS AGENTS AND COUNSEL IN CONNECTION
THEREWITH OR IN CONNECTION WITH THE CARE, SAFEKEEPING OR OTHERWISE OF ANY OR ALL
OF THE COLLATERAL, AND ANY OTHER UNREIMBURSED EXPENSES FOR WHICH THE SECURED
PARTY IS TO BE REIMBURSED PURSUANT TO SECTION 6.1;
(II)
SECOND, AFTER PAYMENT IN FULL OF THE
AMOUNTS SPECIFIED IN CLAUSE (I) ABOVE, TO PAYMENT OF THE OBLIGATIONS; AND
(III)
FINALLY, AFTER PAYMENT IN FULL OF THE
AMOUNTS SPECIFIED IN CLAUSES (I) AND (II) ABOVE, ANY SURPLUS THEN REMAINING
SHALL BE PAID TO THE DEBTOR, OR ITS SUCCESSORS OR ASSIGNS, OR TO WHOMEVER MAY BE
LAWFULLY ENTITLED TO RECEIVE THE SAME OR AS A COURT OF COMPETENT JURISDICTION
MAY DIRECT.
(B)
THE DEBTOR SHALL REMAIN LIABLE TO THE EXTENT
OF ANY DEFICIENCY BETWEEN THE AMOUNT OF ALL PROCEEDS REALIZED UPON SALE