THE PROCEEDS OF ANY COLLECTION, RECOVERY,
RECEIPT, APPROPRIATION, REALIZATION OR SALE OF THE COLLATERAL SHALL BE APPLIED
BY THE PLEDGEE AS FOLLOWS:
(A)
FIRST, TO THE PAYMENT OF ALL COSTS, REASONABLE EXPENSES AND
CHARGES OF THE PLEDGEE AND TO THE REIMBURSEMENT OF THE PLEDGEE FOR THE PRIOR
PAYMENT OF SUCH COSTS, REASONABLE EXPENSES AND CHARGES INCURRED IN CONNECTION
WITH THE CARE AND SAFEKEEPING OF THE COLLATERAL (INCLUDING, WITHOUT LIMITATION,
THE REASONABLE EXPENSES OF ANY SALE OR ANY OTHER DISPOSITION OF ANY OF THE
COLLATERAL), ATTORNEYS' FEES AND REASONABLE EXPENSES, COURT COSTS, ANY OTHER
FEES OR EXPENSES INCURRED OR EXPENDITURES OR ADVANCES MADE BY PLEDGEE IN THE
PROTECTION, ENFORCEMENT OR EXERCISE OF ITS RIGHTS, POWERS OR REMEDIES HEREUNDER;
6
(B)
SECOND, TO THE PAYMENT OF THE OBLIGATIONS, IN WHOLE OR IN PART, IN
SUCH ORDER AS THE PLEDGEE MAY ELECT, WHETHER OR NOT SUCH OBLIGATIONS IS THEN
DUE;
(C)
THIRD, TO SUCH PERSONS, FIRMS, CORPORATIONS OR OTHER ENTITIES AS
REQUIRED BY APPLICABLE LAW INCLUDING, WITHOUT LIMITATION, SECTION 9-615(A)(3) OF
THE UCC; AND
(D)
FOURTH, TO THE EXTENT OF ANY SURPLUS TO THE PLEDGORS OR AS A COURT
OF COMPETENT JURISDICTION MAY DIRECT.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Obligations,
each Pledgor shall be jointly and severally liable for the deficiency plus the
costs and fees of any attorneys employed by Pledgee to collect such deficiency.
11.
WAIVER OF MARSHALING.
EACH PLEDGOR HEREBY WAIVES ANY RIGHT TO
COMPEL ANY MARSHALING OF ANY OF THE COLLATERAL.
12.
NO WAIVER.
ANY AND ALL OF THE PLEDGEE'S RIGHTS WITH RESPECT TO
THE LIENS GRANTED UNDER THIS AGREEMENT SHALL CONTINUE UNIMPAIRED, AND PLEDGOR
SHALL BE AND REMAIN OBLIGATED IN ACCORDANCE WITH THE TERMS HEREOF,
NOTWITHSTANDING (A) THE BANKRUPTCY, INSOLVENCY OR REORGANIZATION OF ANY PLEDGOR,
(B) THE RELEASE OR SUBSTITUTION OF ANY ITEM OF THE COLLATERAL AT ANY TIME, OR OF
ANY RIGHTS OR INTERESTS THEREIN, OR (C) ANY DELAY, EXTENSION OF TIME, RENEWAL,
COMPROMISE OR OTHER INDULGENCE GRANTED BY THE PLEDGEE IN REFERENCE TO ANY OF THE
OBLIGATIONS.
EACH PLEDGOR HEREBY WAIVES ALL NOTICE OF ANY SUCH DELAY,
EXTENSION, RELEASE, SUBSTITUTION, RENEWAL, COMPROMISE OR OTHER INDULGENCE, AND
HEREBY CONSENTS TO BE BOUND HEREBY AS FULLY AND EFFECTIVELY AS IF SUCH PLEDGOR
HAD EXPRESSLY AGREED THERETO IN ADVANCE.
NO DELAY OR EXTENSION OF TIME BY THE
PLEDGEE IN EXERCISING ANY POWER OF SALE, OPTION OR OTHER RIGHT OR REMEDY
HEREUNDER, AND NO FAILURE BY THE PLEDGEE TO GIVE NOTICE OR MAKE DEMAND, SHALL
CONSTITUTE A WAIVER THEREOF, OR LIMIT, IMPAIR OR PREJUDICE THE PLEDGEE'S RIGHT
TO TAKE ANY ACTION AGAINST ANY PLEDGOR OR TO EXERCISE ANY OTHER POWER OF SALE,
OPTION OR ANY OTHER RIGHT OR REMEDY.
13.
EXPENSES.
THE COLLATERAL SHALL SECURE, AND EACH PLEDGOR SHALL PAY
TO PLEDGEE ON DEMAND, FROM TIME TO TIME, ALL REASONABLE COSTS AND EXPENSES,
(INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS, TAXES, AND
ALL TRANSFER, RECORDING, FILING AND OTHER CHARGES) OF, OR