SECURITY INTERESTS AS DESCRIBED HEREIN, THE
SECURED PARTY SHALL HAVE THE RIGHT TO OPERATE THE BUSINESS OF THE COMPANY USING
THE COLLATERAL AND SHALL HAVE THE RIGHT TO ASSIGN, SELL, LEASE OR OTHERWISE
DISPOSE OF AND DELIVER ALL OR ANY PART OF THE COLLATERAL, AT PUBLIC OR PRIVATE
SALE OR OTHERWISE, EITHER WITH OR WITHOUT SPECIAL CONDITIONS OR STIPULATIONS,
FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY, IN SUCH PARCEL OR PARCELS AND AT
SUCH TIME OR TIMES AND AT SUCH PLACE OR PLACES, AND UPON SUCH TERMS AND
CONDITIONS AS THE SECURED PARTY MAY DEEM COMMERCIALLY REASONABLE, ALL WITHOUT
(EXCEPT AS SHALL BE REQUIRED BY APPLICABLE STATUTE AND CANNOT BE WAIVED)
ADVERTISEMENT OR DEMAND UPON OR NOTICE TO THE COMPANY OR RIGHT OF REDEMPTION OF
THE COMPANY, WHICH ARE HEREBY EXPRESSLY WAIVED.
UPON EACH SUCH SALE, LEASE,
ASSIGNMENT OR OTHER TRANSFER OF COLLATERAL, THE SECURED PARTY MAY, UNLESS
PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, PURCHASE ALL OR ANY PART OF
THE COLLATERAL BEING SOLD, FREE FROM AND DISCHARGED OF ALL TRUSTS, CLAIMS, RIGHT
OF REDEMPTION AND EQUITIES OF THE COMPANY, WHICH ARE HEREBY WAIVED AND RELEASED.
6.
APPLICATIONS OF PROCEEDS.
THE PROCEEDS OF ANY SUCH SALE, LEASE
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 SECURED PARTY 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 PARTY
SHALL PAY TO THE COMPANY ANY SURPLUS PROCEEDS.
7.
COSTS AND EXPENSES.
THE COMPANY AGREES TO PAY ALL
OUT-OF-POCKET FEES, COSTS AND EXPENSES 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 SECURED
PARTY.
THE COMPANY SHALL ALSO PAY ALL OTHER CLAIMS AND CHARGES WHICH IN THE
REASONABLE OPINION OF THE SECURED PARTY MIGHT PREJUDICE, IMPERIL OR OTHERWISE
AFFECT THE COLLATERAL OR THE SECURITY INTEREST THEREIN.
8.
RESPONSIBILITY FOR COLLATERAL.
THE COMPANY ASSUMES ALL
LIABILITIES AND RESPONSIBILITY IN CONNECTION WITH ALL COLLATERAL, AND THE
OBLIGATIONS OF THE COMPANY HEREUNDER OR UNDER THE NOTES SHALL IN NO WAY BE
AFFECTED OR DIMINISHED BY REASON OF THE LOSS, DESTRUCTION, DAMAGE OR THEFT OF
ANY OF THE COLLATERAL OR ITS UNAVAILABILITY FOR ANY REASON.
9.
TERM OF AGREEMENT.
THIS AGREEMENT AND THE SECURITY INTEREST
SHALL TERMINATE ON THE DATE ON WHICH ALL PAYMENTS UNDER THE NOTES HAVE BEEN MADE
IN FULL AND ALL OTHER OBLIGATIONS HAVE BEEN PAID OR DISCHARGED.
UPON SUCH
TERMINATION, THE SECURED PARTY, AT THE REQUEST AND AT THE EXPENSE OF THE
COMPANY, WILL JOIN IN EXECUTING ANY TERMINATION STATEMENT