COLLATERAL, THE PROCEEDS THEREOF ARE INSUFFICIENT TO
PAY ALL AMOUNTS TO WHICH THE SECURED PARTIES ARE LEGALLY ENTITLED, THE BORROWER
WILL BE LIABLE FOR THE DEFICIENCY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE BORROWER WAIVES ALL CLAIMS, DAMAGES AND DEMANDS AGAINST THE SECURED PARTIES
ARISING OUT OF THE REPOSSESSION, REMOVAL, RETENTION OR SALE OF THE COLLATERAL,
UNLESS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT AND/OR
SECURED PARTIES.
(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,
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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 SECURED PARTIES TO
OBTAIN, ADJUST, SETTLE AND CANCEL IN ITS SOLE DISCRETION ANY INSURANCE CLAIMS OR
MATTERS MADE OR ARISING IN CONNECTION WITH THE COLLATERAL; OR (E) ANY OTHER
CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE ANY LEGAL OR EQUITABLE DEFENSE
AVAILABLE TO THE BORROWER, OR A DISCHARGE OF ALL OR ANY PART OF THE SECURITY
INTEREST GRANTED HEREBY.
UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID AND
PERFORMED