THE MEANING OF
SECTION 9-612 OF THE UCC) OF PLEDGEE'S INTENTION TO MAKE ANY SALE OF
COLLATERAL.
SUCH NOTICE SHALL CONFORM TO THE REQUIREMENTS OF SECTION 9-613 OF
THE UCC.
ANY SUCH PUBLIC SALE SHALL BE HELD AT SUCH TIME OR TIMES WITHIN
ORDINARY BUSINESS HOURS AND AT SUCH PLACE OR PLACES AS PLEDGEE MAY FIX AND STATE
IN THE NOTICE OF SUCH SALE.
AT ANY SUCH SALE, THE COLLATERAL, OR PORTION
THEREOF, TO BE SOLD MAY BE SOLD IN ONE LOT AS AN ENTIRETY OR IN SEPARATE
PARCELS, AS PLEDGEE MAY (IN ITS SOLE AND ABSOLUTE DISCRETION) DETERMINE.
PLEDGEE SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF ANY COLLATERAL IF IT SHALL
DETERMINE NOT TO DO SO, REGARDLESS OF THE FACT THAT NOTICE OF SALE OF SUCH
COLLATERAL SHALL HAVE BEEN GIVEN.
PLEDGEE 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.
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 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