COLLATERAL AGENT IN RESPECT OF ANY SALE OF, COLLECTION
FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL PURSUANT TO
THE EXERCISE BY THE COLLATERAL AGENT OF ITS REMEDIES AS A SECURED CREDITOR AS
PROVIDED IN SECTION 10 OF THIS AGREEMENT SHALL BE APPLIED FROM TIME TO TIME BY
THE COLLATERAL AGENT:
(I)
FIRST, TO THE PAYMENT OF ALL OBLIGATIONS OWING THE COLLATERAL
AGENT IN ITS CAPACITY AS COLLATERAL AGENT;
(II)
SECOND, TO THE EXTENT PROCEEDS REMAIN AFTER THE APPLICATION
PURSUANT TO THE PRECEDING CLAUSE (I), AN AMOUNT EQUAL TO THE OUTSTANDING
OBLIGATIONS SHALL BE PAID TO THE SECURED CREDITORS, WITH EACH SECURED CREDITOR
RECEIVING AN AMOUNT EQUAL TO ITS OUTSTANDING OBLIGATIONS OR, IF THE PROCEEDS ARE
INSUFFICIENT TO PAY IN FULL ALL SUCH OBLIGATIONS, ITS PRO RATA SHARE (AS DEFINED
BELOW) OF THE AMOUNT REMAINING TO BE DISTRIBUTED; AND
(III)
THIRD, TO THE EXTENT PROCEEDS REMAIN AFTER THE APPLICATION
PURSUANT TO THE PRECEDING CLAUSES (I) AND (II) AND FOLLOWING THE TERMINATION OF
THIS AGREEMENT PURSUANT TO SECTION 15 HEREOF, TO THE PLEDGOR OR AS REQUIRED BY
THE INTERCREDITOR AGREEMENT OR APPLICABLE LAW.
(B)
FOR PURPOSES OF THIS AGREEMENT "PRO RATA SHARE" SHALL MEAN, WHEN
CALCULATING A SECURED CREDITOR'S PORTION OF ANY DISTRIBUTION OR AMOUNT, THAT
AMOUNT (EXPRESSED AS A PERCENTAGE) EQUAL TO A FRACTION THE NUMERATOR OF WHICH IS
THE THEN UNPAID AMOUNT OF SUCH SECURED CREDITOR'S OBLIGATIONS AND THE
DENOMINATOR OF WHICH IS THE THEN OUTSTANDING AMOUNT OF ALL OBLIGATIONS.
(C)
IF ANY PAYMENT TO ANY SECURED CREDITOR OF ITS PRO RATA SHARE OF
ANY DISTRIBUTION WOULD RESULT IN .OVERPAYMENT TO SUCH SECURED CREDITOR, SUCH
EXCESS AMOUNT SHALL INSTEAD BE DISTRIBUTED IN RESPECT OF THE UNPAID OBLIGATIONS
OF THE OTHER SECURED CREDITORS, WITH EACH SECURED CREDITOR WHOSE OBLIGATIONS
HAVE NOT BEEN PAID IN FULL TO RECEIVE AN AMOUNT EQUAL TO SUCH EXCESS AMOUNT
MULTIPLIED BY A FRACTION THE NUMERATOR OF WHICH IS THE UNPAID OBLIGATIONS OF
SUCH SECURED CREDITOR AND THE DENOMINATOR OF WHICH IS THE UNPAID OBLIGATIONS OF
ALL SECURED CREDITORS ENTITLED TO SUCH DISTRIBUTION.
(D)
IT IS UNDERSTOOD THAT THE PLEDGOR SHALL REMAIN LIABLE TO THE
EXTENT OF ANY DEFICIENCY BETWEEN THE AMOUNT OF THE PROCEEDS OF THE COLLATERAL
AND THE AGGREGATE AMOUNT OF THE SUMS REFERRED TO IN CLAUSES (I) AND (II) OF
SECTION 11(A).
Section 12.
No Waiver; Discontinuance of Proceeding.
(A)
EACH AND EVERY RIGHT, POWER AND REMEDY HEREBY SPECIFICALLY GIVEN
TO THE COLLATERAL AGENT OR OTHERWISE IN THIS AGREEMENT SHALL BE CUMULATIVE AND
SHALL BE IN ADDITION TO
9
EVERY OTHER RIGHT, POWER AND REMEDY SPECIFICALLY GIVEN UNDER THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS NOW OR HEREAFTER EXISTING AT LAW, IN EQUITY OR BY
STATUTE AND EACH AND EVERY RIGHT, POWER AND REMEDY WHETHER SPECIFICALLY HEREIN
GIVEN OR OTHERWISE EXISTING MAY BE EXERCISED FROM TIME TO TIME OR SIMULTANEOUSLY
AND AS OFTEN AND IN SUCH ORDER AS MAY BE DEEMED EXPEDIENT BY THE COLLATERAL
AGENT.
ALL SUCH RIGHTS, POWERS AND REMEDIES SHALL BE CUMULATIVE AND THE
EXERCISE