OF THE OBLIGATIONS.
6.
RIGHTS AND REMEDIES UPON DEFAULT.
UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT, THE AGENT
(ON BEHALF OF, AND FOR THE BENEFIT OF ITSELF AND EACH SECURED PARTY) SHALL HAVE
THE RIGHT TO EXERCISE ALL OF THE REMEDIES CONFERRED HEREUNDER, UNDER THE
DEBENTURES, AND THE AGENT AND THE SECURED PARTIES SHALL HAVE ALL THE RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UCC.
WITHOUT LIMITATION, UPON AND DURING
THE
6
continuance of an Event of Default, the Secured Parties and the Agent shall have
the rights and powers set forth in Section 6 of the Security Agreement.
7.
APPLICATIONS OF PROCEEDS; EXPENSES.
(A)
THE PROCEEDS OF ANY SUCH SALE, SUBLICENSE OR OTHER DISPOSITION OF THE
COLLATERAL HEREUNDER SHALL BE APPLIED AS SET FORTH IN SECTION 7 OF THE SECURITY
AGREEMENT.
(B)
THE BORROWER AGREE TO PAY ALL OUT-OF-POCKET
FEES, COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH ANY FILING
REQUIRED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY FINANCING STATEMENTS,
CONTINUATION STATEMENTS, PARTIAL RELEASES AND/OR TERMINATION STATEMENTS RELATED
THERETO OR ANY EXPENSES OF ANY SEARCHES REASONABLY REQUIRED BY THE AGENT.
THE
BORROWER SHALL ALSO PAY ALL OTHER CLAIMS AND CHARGES WHICH IN THE REASONABLE
OPINION OF THE AGENT AND/OR SECURED PARTIES WOULD REASONABLY BE EXPECTED TO
PREJUDICE, IMPERIL OR OTHERWISE AFFECT THE COLLATERAL OR THE SECURITY INTEREST
THEREIN.
THE BORROWER WILL ALSO, UPON DEMAND, PAY TO THE AGENT AND/OR SECURED
PARTIES THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE
FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH THE AGENT
AND/OR SECURED PARTIES MAY INCUR IN CONNECTION WITH THE CUSTODY OR PRESERVATION
OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE
COLLATERAL.
8.
RESPONSIBILITY FOR COLLATERAL.
THE
BORROWER ASSUMES ALL LIABILITIES AND RESPONSIBILITY IN CONNECTION WITH ALL
COLLATERAL, AND THE OBLIGATIONS OF THE BORROWER HEREUNDER OR UNDER THE
DEBENTURES SHALL IN NO WAY BE AFFECTED OR DIMINISHED BY REASON OF THE LOSS,
DESTRUCTION, DAMAGE OR THEFT OF ANY OF THE COLLATERAL OR ITS UNENFORCEABILITY OR
UNAVAILABILITY FOR ANY REASON.
9.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS
OF THE SECURED PARTIES AND ALL OBLIGATIONS OF THE BORROWER HEREUNDER, SHALL BE
ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF: (A) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT, THE DEBENTURES OR ANY AGREEMENT ENTERED INTO
IN CONNECTION WITH THE FOREGOING, OR ANY PORTION HEREOF OR THEREOF; (B) ANY
CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OR PERFORMANCE OF, OR IN ANY
OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS, OR ANY OTHER AMENDMENT OR WAIVER
OF OR ANY CONSENT TO ANY DEPARTURE FROM THE DEBENTURES OR ANY OTHER AGREEMENT
ENTERED INTO IN CONNECTION WITH THE FOREGOING; (C) ANY EXCHANGE, RELEASE OR
NONPERFECTION OF ANY OF THE COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF
OR CONSENT TO DEPARTURE FROM ANY OTHER COLLATERAL FOR, OR ANY GUARANTY, OR ANY
OTHER SECURITY, FOR ALL OR ANY OF THE OBLIGATIONS; (D) ANY ACTION BY THE