TO ALL SECURED PARTIES HEREUNDER, WHETHER BY AGREEMENT,
UNDERSTANDING OR ARRANGEMENT WITH THE BORROWER OR ANY OTHER PERSON, SET OFF OR
OTHER MEANS, SUCH SECURED PARTY SHALL IMMEDIATELY DELIVER OR PAY OVER TO THE
OTHER SECURED PARTIES THEIR PRO RATA PORTION OF ANY SUCH RECOVERY IN THE FORM
RECEIVED.
(G)
AGENT MAY, AT ANY TIME OR TIMES THAT AN
EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING: (I) NOTIFY ANY OR ALL
ACCOUNTS OF THE BORROWER ("ACCOUNTS") THAT SUCH ACCOUNTS HAVE BEEN ASSIGNED TO
SECURED PARTIES AND THAT SECURED PARTIES HAVE A SECURITY INTEREST THEREIN AND
AGENT MAY DIRECT ANY OR ALL ACCOUNTS BORROWER TO MAKE PAYMENT OF ACCOUNTS
DIRECTLY TO SECURED PARTIES, (II) EXTEND THE TIME OF PAYMENT OF, COMPROMISE,
SETTLE OR ADJUST FOR CASH, CREDIT, RETURN OF MERCHANDISE OR OTHERWISE, AND UPON
ANY TERMS OR CONDITIONS, ANY AND ALL ACCOUNTS OR OTHER OBLIGATIONS INCLUDED IN
THE COLLATERAL AND THEREBY DISCHARGE OR RELEASE THE ACCOUNT DEBTOR OR ANY OTHER
PARTY OR PARTIES IN ANY WAY LIABLE FOR PAYMENT THEREOF WITHOUT
9
affecting any of the Obligations, (iii) demand, collect or enforce payment of
any Accounts or such other obligations, but without any duty to do so, and Agent
shall not be liable for its failure to collect or enforce the payment thereof
nor for the negligence of its agents or attorneys with respect thereto and (iv)
take whatever other action Agent may deem necessary or desirable for the
protection of its interests.
7.
APPLICATIONS OF PROCEEDS; EXPENSES.
(A)
THE PROCEEDS OF ANY SUCH SALE, SUBLICENSE OR OTHER DISPOSITION OF THE
COLLATERAL HEREUNDER SHALL BE APPLIED FIRST, TO THE EXPENSES OF RETAKING,
HOLDING, STORING, PROCESSING AND PREPARING FOR SALE, SELLING, AND THE LIKE
(INCLUDING, WITHOUT LIMITATION, ANY TAXES, FEES AND OTHER COSTS INCURRED IN
CONNECTION THEREWITH) OF THE COLLATERAL, TO THE REASONABLE ATTORNEYS' FEES AND
EXPENSES INCURRED BY THE AGENT AND/OR SECURED PARTIES IN ENFORCING ITS RIGHTS
HEREUNDER AND IN CONNECTION WITH COLLECTING, STORING AND DISPOSING OF THE
COLLATERAL, AND THEN TO SATISFACTION OF THE OBLIGATIONS, AND TO THE PAYMENT OF
ANY OTHER AMOUNTS REQUIRED BY APPLICABLE LAW, AFTER WHICH THE SECURED PARTIES
SHALL PAY TO THE BORROWER ANY SURPLUS PROCEEDS.
IF, UPON THE SALE, LICENSE OR
OTHER DISPOSITION OF THE 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