DISPOSE OF AND DELIVER THE COLLATERAL (OR CONTRACT TO DO SO), OR ANY PART
THEREOF, IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, AT ANY
EXCHANGE, BROKER'S BOARD OR AT ANY OF PLEDGEE'S OFFICES OR ELSEWHERE UPON SUCH
TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH
3
PRICES AS IT MAY DEEM BEST, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY WITHOUT
ASSUMPTION OF ANY CREDIT RISK, FREE OF ANY CLAIM OR RIGHT OF WHATSOEVER KIND
(INCLUDING ANY RIGHT OR EQUITY OF REDEMPTION) OF PLEDGOR, WHICH CLAIM, RIGHT AND
EQUITY ARE HEREBY EXPRESSLY WAIVED AND RELEASED.
PLEDGEE OR ANY LENDER SHALL
HAVE THE RIGHT TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY SUCH SALE OR
SALES, PUBLIC OR PRIVATE, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO
SOLD; PROVIDED, HOWEVER, PLEDGOR SHALL NOT RECEIVE ANY NET PROCEEDS, IF ANY, OF
ANY SUCH CREDIT SALE OR FUTURE DELIVERY UNTIL CASH PROCEEDS ARE ACTUALLY
RECEIVED BY PLEDGEE (WHICH CASH PROCEEDS SHALL BE APPLIED BY PLEDGEE TO THE
OBLIGATIONS) AND AFTER ALL OBLIGATIONS HAVE BEEN PAID IN FULL.
IN CASE OF ANY
SALE OF ALL OR ANY PART OF THE COLLATERAL ON CREDIT OR FOR FUTURE DELIVERY, THE
COLLATERAL SO SOLD MAY BE RETAINED BY PLEDGEE UNTIL THE SELLING PRICE IS PAID BY
THE PURCHASER THEREOF, BUT PLEDGEE SHALL INCUR NO LIABILITY IN CASE OF THE
FAILURE OF SUCH PURCHASER TO PAY FOR THE COLLATERAL SO SOLD AND, IN CASE OF SUCH
FAILURE, THE COLLATERAL MAY AGAIN BE SOLD AS HEREIN PROVIDED.
(B)
ANY NOTICE REQUIRED TO BE GIVEN BY PLEDGEE OF A SALE OF THE
COLLATERAL, OR ANY PART THEREOF, OR OF ANY OTHER INTENDED ACTION BY PLEDGEE,
WHICH OCCURS NOT LESS THAN FIVE (5) DAYS PRIOR TO SUCH PROPOSED ACTION, SHALL
CONSTITUTE COMMERCIALLY REASONABLE AND FAIR NOTICE TO PLEDGOR THEREOF.
IF,
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, A STATEMENT RENOUNCING OR MODIFYING
ANY RIGHT TO NOTIFICATION OF SALE OR OTHER INTENDED DISPOSITION HAS BEEN SIGNED
BY PLEDGOR, DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT, NO SUCH
NOTIFICATION NEED BE GIVEN TO PLEDGOR.
(C)
PLEDGEE SHALL NOT BE OBLIGATED TO MAKE ANY SALE OR OTHER
DISPOSITION OF THE COLLATERAL, OR ANY PART THEREOF UNLESS THE TERMS THEREOF
SHALL, IN ITS SOLE DISCRETION, BE SATISFACTORY TO IT.
PLEDGEE MAY, IF IT DEEMS
IT REASONABLE, POSTPONE OR ADJOURN THE SALE OF ANY OF THE COLLATERAL, OR ANY
PART THEREOF, FROM TIME TO TIME BY AN ANNOUNCEMENT AT THE TIME AND PLACE OF SUCH
SALE OR BY ANNOUNCEMENT AT THE TIME AND PLACE OF SUCH POSTPONED OR ADJOURNED
SALE, WITHOUT BEING REQUIRED TO GIVE A NEW NOTICE OF SALE.
PLEDGOR AGREES THAT
PLEDGEE HAS NO OBLIGATIONS TO PRESERVE RIGHTS AGAINST PRIOR PARTIES TO THE
COLLATERAL.
(D)
PLEDGOR ACKNOWLEDGES AND AGREES THAT PLEDGEE MAY COMPLY WITH
LIMITATIONS OR RESTRICTIONS IN CONNECTION WITH ANY SALE OF THE COLLATERAL IN
ORDER TO AVOID ANY VIOLATION OF APPLICABLE LAW OR IN ORDER TO OBTAIN