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making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such <br />sale made in accordance with the UCC or other applicable laws, including, without limitation, the <br />Bankruptcy Code of the United States, the Administrative Agent, as agent for and representative of the <br />Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual <br />capacities unless the Controlling Parties shall otherwise agree in writing), shall be entitled to credit bid <br />and use and apply the Secured Obligations (or any portion thereof) as a credit on account of the purchase <br />price for any Collateral payable by the Administrative Agent at such sale, such amount to be apportioned <br />ratably to the Secured Obligations of the Secured Parties in accordance with their pro rata share of such <br />Secured Obligations. Each purchaser at any such sale shall hold the property sold absolutely free from <br />any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by <br />applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the <br />future have under any rule of law or statute now existing or hereafter enacted. The Pledgor agrees that, to <br />the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time <br />and place of any public sale or the time after which any private sale is to be made shall constitute <br />reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral <br />regardless of notice of sale having been given. The Administrative Agent may adjourn any public or <br />private sale from time to time by announcement at the time and place fixed therefor, and such sale may, <br />without further notice, be made at the time and place to which it was so adjourned. The Administrative <br />Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative <br />Agent may specifically disclaim or modify any warranties of title or the like. The foregoing will not be <br />considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Pledgor <br />agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the <br />Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types <br />included in the Collateral or that have the reasonable capability of doing so, or that match buyers and <br />sellers of assets. The Pledgor hereby waives any claims against the Administrative Agent arising by <br />reason of the fact that the price at which any Collateral may have been sold at such a private sale was less <br />than the price which might have been obtained at a public sale, even if the Administrative Agent accepts <br />the first offer received and does not offer such Collateral to more than one offeree. The Administrative <br />Agent shall have no obligation to marshal any of the Collateral. <br />(b) The Administrative Agent shall deduct from such Proceeds all reasonable costs and expenses <br />of every kind incurred in connection with the exercise of its rights and remedies against the Collateral or <br />incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the <br />rights of the Secured Parties hereunder, including, without limitation, reasonable and documented <br />attorneys' fees and disbursements. Any net Proceeds remaining after such deductions shall be applied in <br />accordance with Section 5.2. If the Administrative Agent sells any of the Collateral upon credit, the <br />Pledgor will be credited only with payments actually made by the purchaser and received by the <br />Administrative Agent. In the event the purchaser fails to pay for the Collateral, the Administrative Agent <br />may resell the Collateral and the Pledgor shall be credited with proceeds of the sale. To the extent <br />permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against <br />any Secured Party arising out of the exercise by it or them of any rights hereunder. <br />9 <br />NY\5929604.13 <br />