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 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,
11
VALUATION OR APPRAISAL ON THE PART OF ANY GRANTOR (ALL SAID RIGHTS BEING ALSO
HEREBY WAIVED AND RELEASED TO THE EXTENT PERMITTED BY LAW), THE COLLATERAL OR
ANY PART THEREOF OFFERED FOR SALE AND MAY MAKE PAYMENT ON ACCOUNT THEREOF BY
USING ANY CLAIM THEN DUE AND PAYABLE TO SUCH SECURED PARTY FROM ANY 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 ANY GRANTOR THEREFOR.
FOR PURPOSES HEREOF, (I) A
WRITTEN AGREEMENT TO PURCHASE THE COLLATERAL OR ANY PORTION THEREOF SHALL BE
TREATED AS A SALE THEREOF, (II) THE ADMINISTRATIVE AGENT SHALL BE FREE TO CARRY
OUT SUCH SALE PURSUANT TO SUCH AGREEMENT AND (III) NONE OF THE GRANTORS SHALL BE
ENTITLED TO THE RETURN OF THE COLLATERAL OR ANY PORTION THEREOF SUBJECT THERETO,
NOTWITHSTANDING THE FACT THAT AFTER THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT MAY PROCEED BY A SUIT OR
SUITS AT LAW OR IN EQUITY TO FORECLOSE UPON THE COLLATERAL AND TO SELL THE
COLLATERAL OR ANY PORTION THEREOF PURSUANT TO A JUDGMENT OR DECREE OF A COURT OR
COURTS HAVING COMPETENT JURISDICTION OR PURSUANT TO A PROCEEDING BY A
COURT-APPOINTED RECEIVER.
ANY SALE PURSUANT TO THE PROVISIONS OF THIS SECTION
SHALL BE DEEMED TO CONFORM TO THE COMMERCIALLY REASONABLE STANDARDS AS PROVIDED
IN SECTION 9-610 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW
YORK OR ITS EQUIVALENT IN OTHER JURISDICTIONS.
SECTION 8.
APPLICATION OF PROCEEDS OF
SALE
The Administrative Agent shall apply the proceeds of any collection or sale of
the Collateral, as well as any Collateral consisting of cash, as follows:
FIRST, to the payment of all costs and expenses incurred by the Administrative
Agent (in its capacity as such hereunder or under any other Loan Document) in
connection with such collection or sale or otherwise in connection with this
Security Agreement, any other Loan Document or any of the Obligations in each
case to the extent provided for in the Credit Agreement;
SECOND, to the payment in full of the Obligations then due and owing(the amounts
so applied to be distributed among the Secured Parties pro rata in accordance
with the amounts of the Obligations owed to them on the date of any such
distribution);