OF THE COLLATERAL
PURSUANT TO SECTION 8.2, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE
AND HEARING FOR ANY PRE-JUDGMENT REMEDY OR REMEDIES, AND IN CONNECTION
THEREWITH, EACH ASSIGNOR HEREBY FURTHER WAIVES, TO THE EXTENT PERMITTED BY LAW:
(A)
ALL DAMAGES OCCASIONED BY SUCH TAKING OF POSSESSION EXCEPT ANY
DAMAGES WHICH ARE THE DIRECT RESULT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE COLLATERAL AGENT, ITS EMPLOYEES OR AGENTS;
(B)
ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR
OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE COLLATERAL AGENT'S
RIGHTS HEREUNDER; AND
(C)
ALL RIGHTS OF REDEMPTION, MARSHALING, APPRAISEMENT, VALUATION,
STAY, EXTENSION OR MORATORIUM NOW OR HEREAFTER IN FORCE UNDER ANY APPLICABLE LAW
IN ORDER TO PREVENT OR DELAY THE ENFORCEMENT OF THIS AGREEMENT OR THE ABSOLUTE
SALE OF THE COLLATERAL OR ANY PORTION THEREOF, AND SUCH ASSIGNOR, FOR ITSELF AND
ALL WHO MAY CLAIM UNDER IT, INSOFAR AS IT OR THEY NOW OR HEREAFTER LAWFULLY MAY,
HEREBY WAIVES THE BENEFIT OF ALL SUCH LAWS.
Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the applicable Assignor therein and
thereto, and shall be a perpetual bar both at law and in equity against such
Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under such Assignor.
20
8.5
APPLICATION OF PROCEEDS.
(A)
SUBJECT TO SECTION 1.5, ALL MONEYS COLLECTED BY THE COLLATERAL
AGENT (OR, TO THE EXTENT ANY MORTGAGE TO WHICH ANY ASSIGNOR IS A PARTY REQUIRES
PROCEEDS OF ASSETS UNDER SUCH AGREEMENT TO BE APPLIED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, THEN BY SUCH MORTGAGEE UNDER SUCH OTHER AGREEMENT)
UPON ANY SALE OR OTHER DISPOSITION OF THE ASSETS, TOGETHER WITH ALL OTHER MONEYS
RECEIVED BY THE COLLATERAL AGENT HEREUNDER, SHALL BE APPLIED AS FOLLOWS:
(I)
FIRST, TO THE PAYMENT TO THE COLLATERAL AGENT OR THE
ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO (A) ANY AND ALL SUMS ADVANCED BY THE
COLLATERAL AGENT IN ORDER TO PRESERVE THE COLLATERAL OR PRESERVE ITS SECURITY
INTERESTS IN THE COLLATERAL; AND (B) IN THE EVENT OF ANY PROCEEDING FOR THE
COLLECTION OR ENFORCEMENT OF ANY INDEBTEDNESS, OBLIGATIONS, OR LIABILITIES OF
ANY ASSIGNOR WITH RESPECT TO ANY PORTION OF THE SECURED OBLIGATIONS AFTER AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE REASONABLE EXPENSES
OF TAKING, HOLDING, PREPARING FOR SALE OR LEASE, SELLING OR OTHERWISE DISPOSING
OF OR REALIZING ON THE COLLATERAL, OR OF ANY EXERCISE BY THE COLLATERAL AGENT OF
ITS RIGHTS HEREUNDER, TOGETHER WITH REASONABLE ATTORNEYS' FEES AND COURT COSTS;
(II)
SECOND, TO THE EXTENT PROCEEDS REMAIN AFTER THE APPLICATION
PURSUANT TO THE PRECEDING CLAUSE (I), AN AMOUNT EQUAL TO THE OUTSTANDING PRIMARY
OBLIGATIONS SHALL BE PAID TO THE SECURED PARTIES AS PROVIDED IN
SECTION 8.5(D) HEREOF, WITH