ANY WARRANTIES AS TO THE
COLLATERAL.
SECURED PARTY MAY SPECIFICALLY DISCLAIM ANY WARRANTIES OF TITLE OR
THE LIKE.
THIS PROCEDURE WILL NOT BE CONSIDERED ADVERSELY TO AFFECT THE
COMMERCIAL REASONABLENESS OF ANY SALE OF THE COLLATERAL.
IF SECURED PARTY SELLS
ANY OF THE COLLATERAL UPON CREDIT, GRANTOR WILL BE CREDITED ONLY WITH PAYMENTS
ACTUALLY MADE BY THE PURCHASER, RECEIVED BY SECURED PARTY AND APPLIED TO THE
INDEBTEDNESS OF THE PURCHASER.
IN THE EVENT THE PURCHASER FAILS TO PAY FOR THE
COLLATERAL, SECURED PARTY MAY RESELL THE COLLATERAL AND GRANTOR SHALL BE
CREDITED WITH THE PROCEEDS OF THE SALE.
(D)
THE CASH PROCEEDS ACTUALLY RECEIVED FROM THE SALE OR OTHER
DISPOSITION OR COLLECTION OF COLLATERAL, AND ANY OTHER AMOUNTS RECEIVED IN
RESPECT OF THE COLLATERAL THE APPLICATION OF WHICH IS NOT OTHERWISE PROVIDED FOR
HEREIN, SHALL BE APPLIED FIRST, TO THE PAYMENT OF THE REASONABLE COSTS AND
EXPENSES OF SECURED PARTY IN EXERCISING OR ENFORCING ITS RIGHTS HEREUNDER AND IN
COLLECTING OR ATTEMPTING TO COLLECT ANY OF THE COLLATERAL, AND TO THE PAYMENT OF
ALL OTHER AMOUNTS PAYABLE TO SECURED PARTY PURSUANT TO SECTION 14 HEREOF; AND
SECOND, TO THE PAYMENT OF THE OBLIGATIONS.
ANY SURPLUS THEREOF WHICH EXISTS
AFTER PAYMENT AND PERFORMANCE IN FULL OF THE OBLIGATIONS SHALL BE PROMPTLY PAID
OVER TO GRANTOR OR OTHERWISE DISPOSED OF IN ACCORDANCE WITH THE UCC OR OTHER
APPLICABLE LAW.
GRANTOR SHALL REMAIN LIABLE TO SECURED PARTY FOR ANY DEFICIENCY
WHICH EXISTS AFTER ANY SALE OR OTHER DISPOSITION OR COLLECTION OF COLLATERAL.
SECTION 11
CERTAIN WAIVERS.
GRANTOR WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, (I) ANY RIGHT OF REDEMPTION WITH RESPECT TO THE COLLATERAL,
WHETHER BEFORE OR AFTER SALE HEREUNDER, AND ALL RIGHTS, IF ANY, OF MARSHALLING
OF THE COLLATERAL OR OTHER COLLATERAL OR SECURITY FOR THE OBLIGATIONS; (II) ANY
RIGHT TO REQUIRE SECURED PARTY (A) TO PROCEED AGAINST ANY PERSON, (B) TO EXHAUST
ANY OTHER COLLATERAL OR SECURITY FOR ANY OF THE OBLIGATIONS, (C) TO PURSUE ANY
REMEDY IN SECURED PARTY'S POWER, OR (D) TO MAKE OR GIVE ANY PRESENTMENTS,
DEMANDS FOR PERFORMANCE, NOTICES OF NONPERFORMANCE, PROTESTS, NOTICES OF
PROTESTS OR NOTICES OF DISHONOR IN CONNECTION WITH ANY OF THE COLLATERAL; AND
(III) ALL CLAIMS, DAMAGES, AND DEMANDS AGAINST SECURED PARTY ARISING OUT OF THE
REPOSSESSION, RETENTION, SALE OR APPLICATION OF THE PROCEEDS OF ANY SALE OF THE
COLLATERAL.
SECTION 12
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON, INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY GRANTOR, SECURED PARTY AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS AS PERMITTED UNDER THE STRATEGIC ALLIANCE
AGREEMENT AND SHALL BIND ANY PERSON WHO BECOMES BOUND AS A DEBTOR TO THIS
AGREEMENT.
GRANTOR MAY NOT ASSIGN, TRANSFER, HYPOTHECATE OR OTHERWISE CONVEY
ITS RIGHTS, BENEFITS, OBLIGATIONS OR DUTIES HEREUNDER EXCEPT AS SPECIFICALLY
PERMITTED BY THE CREDIT AGREEMENT OR THE STRATEGIC ALLIANCE AGREEMENT.
ANY SUCH
PURPORTED ASSIGNMENT, TRANSFER, HYPOTHECATION OR OTHER CONVEYANCE BY GRANTOR NOT
SO PERMITTED SHALL BE VOID.
8
SECTION 13
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING (INCLUDING BY