including, without limitation, reasonable attorneys' fees;
SECOND, to the Secured Parties in amounts proportional to the Pro Rata share of
the then unpaid Secured Obligations of each Secured Party; and
FINALLY, upon payment in full of the Secured Obligations, to BJT, Sub or their
respective representatives, in accordance with the UCC or as a court of
competent jurisdiction may direct.
(F) THE COSTS OF ENFORCING OR PURSUING ANY RIGHT OR REMEDY HEREUNDER, INCLUDING
WITHOUT LIMITATION ANY REPOSSESSION, SALE, POSSESSION AND MANAGEMENT (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES), AND DISTRIBUTION SHALL BE BORNE
PRO RATA BY THE SECURED PARTIES. EACH SECURED PARTY SHALL REIMBURSE THE OTHER
SECURED PARTIES, AS APPLICABLE, FOR ITS PRO RATA SHARE OF ALL SUCH COSTS
PROMPTLY UPON DEMAND.
7.
ACTIONS BY THE SECURED PARTIES AND AMENDMENTS. ALL ACTIONS, OMISSIONS AND
DECISIONS OF THE SECURED PARTIES HEREUNDER OR ANY AMENDMENT OF THIS SECURITY
AGREEMENT (EACH CALLED HEREIN AN "ACT OF THE SECURED PARTIES") SHALL BE
DETERMINED BY AND REQUIRE THE WRITTEN CONSENT OF A SECURED PARTY MAJORITY
INTEREST. EACH SECURED PARTY SHALL TAKE SUCH ACTIONS AND EXECUTE SUCH DOCUMENTS
AS MAY BE NECESSARY TO CONFIRM OR ACCOMPLISH ANY ACT OF THE SECURED PARTIES.
8.
UNEQUAL PAYMENT BY GRANTOR. EACH SECURED PARTY AGREES THAT IF IT SHALL
OBTAIN OR RECEIVE, THROUGH THE EXERCISE OF ANY RIGHT GRANTED TO THE SECURED
PARTIES UNDER THIS SECURITY AGREEMENT, UNDER THE NOTES AND PURCHASE AGREEMENT OR
BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO ANY RIGHT OF SET-OFF, ANY
SECURED CLAIM UNDER SECTION 506 OF THE BANKRUPTCY CODE OR ANY OTHER SECURITY OR
INTEREST, ANY PAYMENT OR PAYMENTS GREATER THAN ITS PRO RATA SHARE OF ALL LOANS,
AS MEASURED IMMEDIATELY PRIOR TO THE RECEIPT OF SUCH PAYMENT OR PAYMENTS, THEN
(A) SUCH SECURED PARTY SHALL PROMPTLY PURCHASE AT PAR (AND SHALL BE DEEMED TO
HAVE THEREUPON PURCHASED) FROM OTHER SECURED PARTIES, A PARTICIPATION IN THE
LOANS OF SUCH OTHER SECURED PARTIES, SO THAT EACH SECURED PARTY SHALL HAVE
RECEIVED PAYMENTS IN PROPORTION TO ITS PRO RATA SHARE IMMEDIATELY PRIOR TO SUCH
TRANSACTIONS AND (B) SUCH OTHER ADJUSTMENTS SHALL BE MADE FROM TIME TO TIME AS
SHALL BE EQUITABLE TO ENSURE THAT THE SECURED PARTIES SHARE THE BENEFITS OF SUCH
PAYMENT ON A PRO RATA BASIS. THE TERM "LOAN" AS USED IN THIS PARAGRAPH SHALL
INCLUDE ACCRUED INTEREST THEREON.
9.
INDEMNITY. EACH GRANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE
SECURED PARTIES AND THEIR OFFICERS, EMPLOYEES, AND AGENTS AGAINST (A) ALL
OBLIGATIONS, DEMANDS, CLAIMS, AND LIABILITIES CLAIMED OR ASSERTED BY ANY OTHER
PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS SECURITY
AGREEMENT AND (B) ALL LOSSES OR
9
EXPENSES IN ANY WAY SUFFERED, INCURRED, OR PAID BY ANY SECURED PARTY AS A RESULT
OF OR IN ANY WAY ARISING OUT OF, FOLLOWING OR CONSEQUENTIAL TO TRANSACTIONS
BETWEEN ANY SECURED PARTY AND EITHER GRANTOR, WHETHER UNDER THIS SECURITY
AGREEMENT OR OTHERWISE (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES
AND EXPENSES), EXCEPT FOR LOSSES ARISING FROM OR OUT OF SUCH SECURED PARTY'S
GROSS NEGLIGENCE