ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND EACH OTHER SECURITY
DOCUMENT MAY BE ENFORCED ONLY BY THE ACTION OF THE PLEDGEE, ACTING UPON THE
INSTRUCTIONS OF THE REQUIRED SECURED CREDITORS, AND THAT NO OTHER SECURED
CREDITOR SHALL HAVE ANY RIGHT INDIVIDUALLY TO SEEK TO ENFORCE OR TO ENFORCE THIS
AGREEMENT OR ANY OTHER SECURITY DOCUMENT OR TO REALIZE UPON THE SECURITY TO BE
GRANTED HEREBY OR THEREBY.
9.
APPLICATION OF PROCEEDS.
(a)
All monies collected by the Pledgee upon any sale, collection or
other disposition of the Collateral pursuant to the terms of this Agreement,
together with all other monies received by the Pledgee hereunder, shall be
applied to the payment of the Obligations in the manner (and to the extent and
subject to the limitations) provided in Section 9.4 of the Security Agreement.
(b)
It is understood and agreed that each Pledgor shall remain liable
for its Obligations to the extent of any deficiency between the amount of
proceeds of the Collateral hereunder and the aggregate amount of the Obligations
for such Pledgor.
10.
PURCHASERS OF COLLATERAL. UPON ANY SALE OF THE COLLATERAL BY THE
PLEDGEE HEREUNDER (WHETHER BY VIRTUE OF THE POWER OF SALE HEREIN GRANTED,
PURSUANT TO JUDICIAL PROCESS OR OTHERWISE), THE RECEIPT OF THE PLEDGEE OR THE
OFFICER MAKING SUCH SALE OF THE PURCHASE MONEY PAID AS CONSIDERATION PURSUANT TO
SUCH SALE SHALL BE A SUFFICIENT DISCHARGE TO THE PURCHASER OR PURCHASERS OF THE
COLLATERAL SO SOLD, AND SUCH PURCHASER OR PURCHASERS SHALL NOT BE OBLIGATED TO
SEE TO THE APPLICATION OF ANY PART OF THE PURCHASE MONEY PAID OVER TO THE
PLEDGEE OR SUCH OFFICER OR BE ANSWERABLE IN ANY WAY FOR THE MISAPPLICATION OR
NONAPPLICATION THEREOF.
11.
INDEMNITY. EACH PLEDGOR JOINTLY AND SEVERALLY AGREES (I) TO
INDEMNIFY AND HOLD HARMLESS THE PLEDGEE, EACH OTHER SECURED CREDITOR THAT IS AN
INDEMNITOR UNDER SECTION 6 OF ANNEX N TO THE SECURITY AGREEMENT AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS AND SERVANTS (INDIVIDUALLY AN
"INDEMNITEE", AND COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, LOSSES, JUDGMENTS AND LIABILITIES (INCLUDING LIABILITIES FOR
PENALTIES) OF WHATSOEVER KIND OR NATURE, AND (II) TO REIMBURSE EACH INDEMNITEE
FOR ALL REASONABLE
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COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, IN EACH CASE ARISING
OUT OF OR RESULTING FROM THIS AGREEMENT OR THE EXERCISE BY ANY INDEMNITEE OF ANY
RIGHT OR REMEDY GRANTED TO IT HEREUNDER OR UNDER ANY OTHER SECURED DEBT
AGREEMENT (BUT EXCLUDING ANY CLAIMS, DEMANDS, LOSSES, JUDGMENTS AND LIABILITIES
(INCLUDING LIABILITIES FOR PENALTIES) OR EXPENSES OF WHATSOEVER KIND OR NATURE
TO THE EXTENT INCURRED OR ARISING BY REASON OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNITEE (AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION)). IN NO EVENT SHALL ANY
INDEMNITEE HEREUNDER BE LIABLE, IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT ON ITS PART, FOR ANY MATTER OR THING IN CONNECTION WITH THIS
AGREEMENT OTHER THAN TO ACCOUNT FOR MONIES OR OTHER PROPERTY ACTUALLY RECEIVED
BY IT IN