HEREOF) PROMPTLY UPON TIMELY NOTICE
THEREOF AND DEMAND THEREFOR, SHALL CONSTITUTE ADDITIONAL OBLIGATIONS AND SHALL
BEAR INTEREST FROM THE DATE SAID AMOUNTS ARE EXPENDED AT THE DEFAULT RATE FOR
REVOLVING LOANS THAT ARE BASE RATE LOANS.
NO SUCH PERFORMANCE OF ANY COVENANT
OR AGREEMENT BY THE COLLATERAL AGENT ON BEHALF OF ANY PLEDGOR, AND NO SUCH
ADVANCE OR EXPENDITURE THEREFOR, SHALL RELIEVE THE PLEDGORS OF ANY DEFAULT UNDER
THE TERMS OF THIS PLEDGE AGREEMENT OR THE OTHER CREDIT DOCUMENTS.
6
THE COLLATERAL AGENT MAY MAKE ANY PAYMENT HEREBY AUTHORIZED IN ACCORDANCE WITH
ANY BILL, STATEMENT OR ESTIMATE PROCURED FROM THE APPROPRIATE PUBLIC OFFICE OR
HOLDER OF THE CLAIM TO BE DISCHARGED WITHOUT INQUIRY INTO THE ACCURACY OF SUCH
BILL, STATEMENT OR ESTIMATE OR INTO THE VALIDITY OF ANY TAX ASSESSMENT, SALE,
FORFEITURE, TAX LIEN, TITLE OR CLAIM EXCEPT TO THE EXTENT SUCH PAYMENT IS BEING
CONTESTED IN GOOD FAITH BY A PLEDGOR IN APPROPRIATE PROCEEDINGS AND AGAINST
WHICH ADEQUATE RESERVES ARE BEING MAINTAINED IN ACCORDANCE WITH GAAP.
8.
REMEDIES.
(A)
GENERAL REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND
DURING THE CONTINUATION THEREOF, THE COLLATERAL AGENT SHALL HAVE, IN ADDITION TO
THE RIGHTS AND REMEDIES PROVIDED HEREIN, IN THE CREDIT DOCUMENTS, OR BY LAW
(INCLUDING LEVY OF ATTACHMENT AND GARNISHMENT), THE RIGHTS AND REMEDIES OF A
SECURED PARTY UNDER THE UCC OF THE JURISDICTION APPLICABLE TO THE AFFECTED
PLEDGED COLLATERAL.
(B)
SALE OF PLEDGED COLLATERAL.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND DURING THE CONTINUATION THEREOF, WITHOUT LIMITING THE GENERALITY OF
THIS SECTION 8 AND WITHOUT NOTICE, THE COLLATERAL AGENT MAY, IN ITS SOLE
DISCRETION, SELL OR OTHERWISE DISPOSE OF OR REALIZE UPON THE PLEDGED COLLATERAL,
OR ANY PART THEREOF, IN ONE OR MORE PARCELS, AT PUBLIC OR PRIVATE SALE, AT ANY
EXCHANGE OR BROKER'S BOARD OR ELSEWHERE, AT SUCH PRICE OR PRICES AND ON SUCH
OTHER TERMS AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE, FOR CASH,
CREDIT OR FOR FUTURE DELIVERY OR OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW.
TO THE EXTENT PERMITTED BY LAW, ANY HOLDER OF THE OBLIGATIONS MAY IN SUCH EVENT,
BID FOR THE PURCHASE OF SUCH SECURITIES.
EACH PLEDGOR AGREES THAT, TO THE
EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW AND HAS NOT BEEN WAIVED BY SUCH
PLEDGOR, ANY REQUIREMENT OF REASONABLE NOTICE SHALL BE MET IF NOTICE, SPECIFYING
THE PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE
MADE, IS PERSONALLY SERVED ON OR MAILED, POSTAGE PREPAID, TO SUCH PLEDGOR IN
ACCORDANCE WITH THE NOTICE PROVISIONS OF SECTION 11.02 OF THE CREDIT AGREEMENT
AT LEAST TEN (10) DAYS BEFORE THE TIME OF SUCH SALE.
THE COLLATERAL AGENT SHALL
NOT BE OBLIGATED TO MAKE ANY SALE OF PLEDGED COLLATERAL OF SUCH PLEDGOR
REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE COLLATERAL AGENT MAY
ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME
AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE