WITHOUT WAIVING OR
RELEASING THE PLEDGORS FROM ANY OBLIGATION OR DEFAULT HEREUNDER, SUBJECT TO THE
PROVISIONS OF THE DOCUMENTS LISTED ON SCHEDULE III HERETO, THE PLEDGEE SHALL
HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PERFORM ANY ACT OR TAKE ANY
APPROPRIATE ACTION, AS IT, IN ITS REASONABLE JUDGMENT, MAY DEEM NECESSARY TO
CURE SUCH EVENT OF DEFAULT OR CAUSE ANY TERM, COVENANT, CONDITION OR OBLIGATION
REQUIRED UNDER THIS AGREEMENT, OR ANY OF THE OTHER LOAN DOCUMENTS, OR THE
DOCUMENTS LISTED ON SCHEDULE III HERETO, TO BE PERFORMED OR OBSERVED BY THE
PLEDGORS OR ANY PLEDGOR TO BE PROMPTLY PERFORMED OR OBSERVED ON BEHALF OF THE
PLEDGORS OR ANY PLEDGOR OR TO PROTECT THE SECURITY OF THIS AGREEMENT.
ALL
AMOUNTS ADVANCED BY, OR ON BEHALF OF, THE PLEDGEE IN EXERCISING ITS RIGHTS UNDER
THIS SECTION 6 (INCLUDING, BUT NOT LIMITED
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to, reasonable legal expenses and disbursements incurred in connection
therewith), together with interest thereon at the rate of interest payable on
overdue principal under the Credit Agreement from the date of each such advance,
shall be payable by the Pledgors to the Pledgee upon demand and shall be secured
by this Agreement.
SALES OF COLLATERAL.
NO DEMAND, ADVERTISEMENT OR NOTICE, ALL OF WHICH THE
PLEDGORS HEREBY EXPRESSLY WAIVE, SHALL BE REQUIRED IN CONNECTION WITH ANY SALE
OR OTHER DISPOSITION OF ALL OR ANY PART OF THE COLLATERAL, EXCEPT THAT THE
PLEDGEE SHALL GIVE THE PLEDGORS AT LEAST TEN (10) BUSINESS DAYS' PRIOR NOTICE OF
THE TIME AND PLACE OF ANY PUBLIC SALE OR OF THE TIME AND THE PLACE WHERE ANY
PRIVATE SALE OR OTHER DISPOSITION IS TO BE MADE, WHICH NOTICE THE PLEDGORS
HEREBY AGREE IS REASONABLE.
TO THE EXTENT PERMITTED BY LAW, THE PLEDGEE SHALL
NOT BE OBLIGATED TO MAKE ANY SALE OF THE COLLATERAL REGARDLESS OF THE FACT THAT
NOTICE OF SALE MAY HAVE BEEN GIVEN, AND THE PLEDGEE MAY WITHOUT NOTICE OR
PUBLICATION ADJOURN ANY PUBLIC OR PRIVATE SALE, AND SUCH SALE MAY, WITHOUT
FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH THE SAME WAS SO
ADJOURNED.
UPON EACH PRIVATE SALE OF THE COLLATERAL OF A TYPE CUSTOMARILY SOLD
IN A RECOGNIZED MARKET AND UPON EACH PUBLIC SALE, UNLESS PROHIBITED BY ANY
APPLICABLE STATUTE WHICH CANNOT BE WAIVED, THE PLEDGEE (OR ITS NOMINEE OR
DESIGNEE) MAY PURCHASE ANY OR ALL OF THE COLLATERAL BEING SOLD, FREE AND
DISCHARGED FROM ANY TRUSTS, CLAIMS, EQUITY OR RIGHT OF REDEMPTION OF ANY
PLEDGOR, ALL OF WHICH ARE HEREBY WAIVED AND RELEASED TO THE EXTENT PERMITTED BY
LAW, AND MAY MAKE PAYMENT THEREFOR BY CREDIT AGAINST ANY OF THE OBLIGATIONS IN
LIEU OF CASH OR ANY OTHER OBLIGATIONS.
IN THE CASE OF ALL SALES OF THE
COLLATERAL, PUBLIC OR PRIVATE, THE PLEDGORS WILL PAY ALL REASONABLE COSTS AND
EXPENSES OF EVERY KIND FOR SALE OR DELIVERY, INCLUDING BROKERS' AND ATTORNEYS'
FEES, AT GENERALLY PREVAILING RATES, AND DISBURSEMENTS AND ANY TAX IMPOSED
THEREON.
HOWEVER, THE PROCEEDS OF SALE OF COLLATERAL SHALL BE AVAILABLE TO
COVER SUCH