IN CASE ANY SALE OF ALL OR ANY
PART OF THE COLLATERAL IS MADE ON CREDIT OR FOR FUTURE DELIVERY, THE COLLATERAL
SO SOLD MAY BE RETAINED BY PLEDGEE UNTIL THE SALE PRICE IS PAID IN FULL BY THE
PURCHASER OR PURCHASERS THEREOF, BUT PLEDGEE SHALL NOT INCUR ANY LIABILITY IN
CASE ANY SUCH PURCHASER OR PURCHASERS SHALL FAIL TO TAKE UP AND PAY FOR THE
COLLATERAL SO SOLD AND, IN CASE OF ANY SUCH FAILURE, SUCH COLLATERAL MAY BE SOLD
AGAIN UPON LIKE NOTICE.
AT ANY PUBLIC (OR, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, PRIVATE) SALE MADE PURSUANT TO THIS SECTION, PLEDGEE MAY BID FOR
OR PURCHASE, FREE FROM ANY RIGHT OF REDEMPTION, STAY OR APPRAISAL ON THE PART OF
PLEDGOR (ALL SAID RIGHTS BEING ALSO HEREBY WAIVED AND RELEASED), THE COLLATERAL
OR ANY PART THEREOF OFFERED FOR SALE AND MAY MAKE PAYMENT ON ACCOUNT THEREOF BY
USING ANY CLAIM THEN DUE AND PAYABLE TO IT FROM PLEDGOR AS A CREDIT AGAINST THE
PURCHASE PRICE, AND IT MAY, UPON COMPLIANCE WITH THE TERMS OF SALE, HOLD, RETAIN
AND DISPOSE OF SUCH PROPERTY WITHOUT FURTHER ACCOUNTABILITY TO PLEDGOR
THEREFOR.
FOR PURPOSES HEREOF, (A) A WRITTEN AGREEMENT TO PURCHASE THE
COLLATERAL OR ANY PORTION THEREOF SHALL BE TREATED AS A SALE THEREOF,
(B) PLEDGEE SHALL BE FREE TO CARRY OUT SUCH SALE PURSUANT TO SUCH AGREEMENT, AND
(C) PLEDGOR SHALL NOT BE ENTITLED TO THE RETURN OF THE COLLATERAL OR ANY PORTION
THEREOF SUBJECT THERETO, NOTWITHSTANDING THE FACT THAT, AFTER PLEDGEE SHALL HAVE
ENTERED INTO SUCH AN AGREEMENT, ALL EVENTS OF DEFAULT SHALL HAVE BEEN REMEDIED
AND THE SECURED OBLIGATIONS PAID IN FULL.
AS AN ALTERNATIVE TO EXERCISING THE
POWER OF SALE HEREIN CONFERRED UPON IT, PLEDGEE MAY PROCEED BY A SUIT OR SUITS
AT LAW OR IN EQUITY TO FORECLOSE UPON THE COLLATERAL AND TO SELL THE COLLATERAL
OR ANY PORTION THEREOF PURSUANT TO A JUDGMENT OR DECREE OF A COURT OR COURTS
HAVING COMPETENT JURISDICTION OR PURSUANT TO A PROCEEDING BY A COURT-APPOINTED
RECEIVER.
ANY SALE PURSUANT TO THE PROVISIONS OF THIS SECTION SHALL BE DEEMED
TO BE A COMMERCIALLY REASONABLE DISPOSITION AS PROVIDED IN SECTION 9-610 OF THE
UCC.
PLEDGEE SHALL RECEIVE THE PROCEEDS OF ANY SUCH SALE OR SALES, AND, AFTER
DEDUCTING THEREFROM ANY AND ALL REASONABLE COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE SALE THEREOF, APPLY THE NET PROCEEDS TOWARD THE PAYMENT OF
THE SECURED OBLIGATIONS SECURED HEREUNDER, INCLUDING INTEREST, REASONABLE
ATTORNEYS' FEES AND ALL OTHER REASONABLE COSTS AND EXPENSES INCURRED BY PLEDGEE
HEREUNDER AND UNDER ANY OTHER AGREEMENT BETWEEN PLEDGOR AND PLEDGEE.
IF SUCH
PROCEEDS BE MORE THAN SUFFICIENT TO PAY THE SAME, THEN, IN CASE OF A SURPLUS,
SUCH SURPLUS SHALL BE ACCOUNTED FOR AND PAID OVER TO PLEDGOR, PROVIDED PLEDGOR
BE NOT THEN INDEBTED TO PLEDGEE OTHERWISE UNDER THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER AGREEMENT OR FOR ANY CAUSE WHATSOEVER.
AS USED HEREIN,
THE TERM "UCC" SHALL MEAN (I) THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME