HARRY HUGHES, Governor

2915

ATTACHES TO THE CONSIGNED OR LEASED GOODS IS PERFECTED BY
SUCH FILING

9-502.

(1)  When so agreed and in any event on default the
secured party is entitled to notify an account debtor or the
obligor on an instrument to make payment to him whether or
not the assignor was theretofore making collections on the
collateral, and also to take control of any proceeds to
which he is entitled under § 9-306.

(2)  A secured party who by agreement is entitled to
charge back uncollected collateral or otherwise to full or
limited recourse against the debtor and who undertakes to
collect from the account debtors or obligors must proceed in
a commercially reasonable manner and may deduct his
reasonable expenses of realization from the collections. If
the security agreement secures an indebtedness, the secured
party must account to the debtor for any surplus, and unless
otherwise agreed, the debtor is liable for any deficiency.
But, if the underlying transaction was a sale of accounts[,
contract rights,] or chattel paper, the debtor is entitled
to any surplus or is liable for any deficiency only if the
security agreement so provides.

9-504.

(1)  A secured party after default may sell, lease or
otherwise dispose of any or all of the collateral in its
then condition or following any commercially reasonable
preparation or processing. Any sale of goods is subject to
the title on sales (Title 2) The proceeds of disposition
shall be applied in the order following to

(a)  The reasonable expenses of retaking,
holding, preparing for sale OR LEASE, selling LEASING and
the like and, to the extent provided for in the agreement
and not prohibited by law, the reasonable attorneys' fees
and legal expenses incurred by the secured party-

(b)  The satisfaction of indebtedness secured by
the security interest under which the disposition is made;

(c)  The satisfaction of indebtedness secured by
any subordinate security interest in the collateral if
written notification of demand therefor is received before
distribution of the proceeds is completed. If requested by
the secured party, the holder of a subordinate security
interest must seasonably furnish reasonable proof of his
interest, and unless he does so, the secured party need not
comply with his demand.

(2)  If the security interest secures an indebtedness,
the secured party must account to the debtor for any
surplus, and unless otherwise agreed, the debtor is liable
for any deficiency. But if the underlying transaction was a