ANY OF THE COLLATERAL;
(E)
BUY (OR ALLOW ONE OR MORE OF THE LENDERS TO
BUY) THE COLLATERAL, OR ANY PART THEREOF, AT ANY PUBLIC SALE;
(F)
BUY (OR ALLOW ONE OR MORE OF THE LENDERS
TO BUY) THE COLLATERAL, OR ANY PART THEREOF, AT ANY PRIVATE SALE IF THE
COLLATERAL IS OF A TYPE CUSTOMARILY SOLD IN A RECOGNIZED MARKET OR IS OF A TYPE
WHICH IS THE SUBJECT OF WIDELY DISTRIBUTED STANDARD PRICE QUOTATIONS;
(G)
APPLY BY APPROPRIATE JUDICIAL PROCEEDINGS
FOR APPOINTMENT OF A RECEIVER FOR THE COLLATERAL, OR ANY PART THEREOF, AND
DEBTOR HEREBY CONSENTS TO ANY SUCH APPOINTMENT;
(H)
AT ITS DISCRETION, RETAIN THE COLLATERAL IN
SATISFACTION OF THE SECURED OBLIGATIONS WHENEVER THE CIRCUMSTANCES ARE SUCH THAT
SECURED PARTY IS ENTITLED TO DO SO UNDER THE UCC OR OTHERWISE (PROVIDED THAT
SECURED PARTY SHALL IN NO CIRCUMSTANCES BE DEEMED TO HAVE RETAINED THE
COLLATERAL IN SATISFACTION OF THE SECURED OBLIGATIONS IN THE ABSENCE OF AN
EXPRESS NOTICE BY SECURED PARTY TO DEBTOR THAT SECURED PARTY HAS EITHER DONE SO
OR INTENDS TO DO SO); AND
(I)
TAKE ANY OTHER ENFORCEMENT ACTION.
Debtor agrees that, to the extent notice of sale shall be required by law, at
least ten (10) days' notice to Debtor of the time and place of any public sale
or the time after which any private sale is to be made shall constitute
reasonable notification.
Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given.
Secured Party 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 made at
the time and place to which it was so adjourned.
SECTION 4.3.
APPLICATION OF PROCEEDS. WHENEVER
SECURED PARTY APPLIES ANY CASH HELD BY SECURED PARTY AS COLLATERAL, OR ANY CASH
PROCEEDS RECEIVED BY SECURED PARTY IN RESPECT OF ANY SALE OF, COLLECTION FROM,
OR OTHER REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL, THE SAME SHALL BE
APPLIED IN THE FOLLOWING ORDER (SUBJECT TO THE RIGHTS OF LENDERS UNDER THE
CREDIT AGREEMENT AND SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT):
12
(A)
TO THE REPAYMENT OF ALL COSTS AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES, INCURRED BY SECURED
PARTY IN CONNECTION WITH (I) THE ADMINISTRATION OF THIS AGREEMENT, (II) THE
CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR
OTHER REALIZATION UPON, ANY COLLATERAL, (III) THE EXERCISE OR ENFORCEMENT OF ANY
OF THE RIGHTS OF SECURED PARTY HEREUNDER, OR (IV) THE FAILURE OF DEBTOR TO
PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF;
(B)
TO THE PAYMENT OR OTHER SATISFACTION OF ANY
LIENS, ENCUMBRANCES, OR ADVERSE CLAIMS UPON OR AGAINST ANY OF THE COLLATERAL
(OTHER THAN THOSE ARISING PURSUANT TO THE PRUDENTIAL PLEDGE AGREEMENT);
(C)
TO THE REIMBURSEMENT OF SECURED PARTY FOR
THE AMOUNT OF ANY OBLIGATIONS OF DEBTOR OR ANY OTHER LIABLE PARTY PAID OR
DISCHARGED