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 ANY OF THE COLLATERAL IS MADE ON CREDIT OR FOR FUTURE DELIVERY, THE
COLLATERAL SO SOLD MAY BE RETAINED BY THE COLLATERAL AGENT UNTIL THE SALE PRICE
IS PAID BY THE PURCHASER OR PURCHASERS THEREOF, BUT THE COLLATERAL AGENT 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
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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, ANY SECURED PARTY MAY BID FOR OR PURCHASE, FREE (TO THE EXTENT
PERMITTED BY APPLICABLE LAW) FROM ANY RIGHT OF REDEMPTION, STAY, VALUATION OR
APPRAISAL ON THE PART OF SUCH GRANTOR (ALL SAID RIGHTS BEING ALSO HEREBY WAIVED
AND RELEASED TO THE EXTENT PERMITTED BY LAW), ANY OF THE COLLATERAL OFFERED FOR
SALE AND MAY MAKE PAYMENT ON ACCOUNT THEREOF BY USING ANY CLAIM THEN DUE AND
PAYABLE TO SUCH SECURED PARTY FROM SUCH GRANTOR AS A CREDIT AGAINST THE PURCHASE
PRICE, AND SUCH SECURED PARTY MAY, UPON COMPLIANCE WITH THE TERMS OF SALE, HOLD,
RETAIN AND DISPOSE OF SUCH PROPERTY WITHOUT FURTHER ACCOUNTABILITY TO SUCH
GRANTOR THEREFOR.
FOR PURPOSES HEREOF, (I) A WRITTEN AGREEMENT TO PURCHASE ANY
OF THE COLLATERAL SHALL BE TREATED AS A SALE THEREOF, (II) THE COLLATERAL AGENT
SHALL BE FREE TO CARRY OUT SUCH SALE PURSUANT TO SUCH AGREEMENT, AND (III) NO
GRANTOR SHALL BE ENTITLED TO THE RETURN OF ANY OF THE COLLATERAL SUBJECT
THERETO, NOTWITHSTANDING THE FACT THAT AFTER THE COLLATERAL AGENT 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, THE COLLATERAL AGENT MAY PROCEED BY A SUIT OR
SUITS AT LAW OR IN EQUITY TO FORECLOSE UPON ANY OF THE COLLATERAL AND TO SELL
ANY OF THE COLLATERAL PURSUANT TO A JUDGMENT OR DECREE OF A COURT OR COURTS
HAVING COMPETENT JURISDICTION OR PURSUANT TO A PROCEEDING BY A COURT-APPOINTED
RECEIVER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR AGREES
AS FOLLOWS:
(A) IF THE PROCEEDS OF ANY SALE OF THE COLLATERAL OWNED OR HELD BY
IT OR ON ITS BEHALF PURSUANT TO THIS ARTICLE ARE INSUFFICIENT TO PAY ALL THE
OBLIGATIONS, IT SHALL BE LIABLE FOR THE RESULTING DEFICIENCY AND THE FEES,
CHARGES AND DISBURSEMENTS OF ANY COUNSEL EMPLOYED BY THE COLLATERAL AGENT OR ANY
OTHER SECURED PARTY TO COLLECT SUCH DEFICIENCY, (B) IT HEREBY WAIVES ANY CLAIMS
AGAINST THE COLLATERAL AGENT ARISING BY REASON OF THE