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unmatured), such application to be in such order as the Lender shall elect. For purposes hereof, proceeds
shall include, but not be limited to, all principal and interest payments, royalty payments, license fees, all
prepayments and payoffs, all dividends and distributions, sale proceeds, rents and any other income and
all other amounts received with respect to the Facility Collateral and upon the liquidation of any Facility
Collateral, all such proceeds received by the Lender will be distributed by the Lender in such order as the
Lender shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in
full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or
to whomsoever may be lawfully entitled to receive the same.
4.07 Remedies
. If a Default or Event of Default shall occur and be continuing, the
Lender may exercise, in addition to all other rights and remedies granted to it in this Loan Agreement and
in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a secured party under the Uniform Commercial Code, at law and in equity. Without limiting
the generality of the foregoing, the Lender, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice required by law referred to
below) to or upon the Borrower or any other Person (all and each of which demands, defenses,
presentments, protests, advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Facility Collateral, or any part thereof, and/or
may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver
the Facility Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels
or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of the Lender
or elsewhere upon such terms and conditions and at prices that are consistent with the prevailing market
for similar collateral as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Lender shall act in good faith to obtain
the best execution possible under prevailing market conditions. The Lender shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Facility Collateral so sold, free of any right or equity of redemption
in the Borrower, which right or equity is hereby waived and released. The Borrower further agrees, at the
Lender’s request, to assemble the Facility Collateral and make it available to the Lender at places which
the Lender shall reasonably select, whether at the Borrower’s premises or elsewhere. The Lender shall
apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Facility Collateral or in any way relating to the Facility Collateral or the rights
of the Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to
the payment in whole or in part of the Obligations, in such order as the Lender may elect, and only after
such application and after the payment by the Lender of any other amount required or permitted by any
provision of law, including, without limitation, Section 9-504(1)(c) of the Uniform Commercial Code,
need the Lender account for the surplus, if any, to the Borrower. To the extent permitted by Applicable
Law, each Loan Party waives all claims, damages and demands it may acquire against the Lender arising
out of the exercise by the Lender of any of its rights hereunder. If any notice of a proposed sale or other
Disposition of Facility Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least ten (10) days before such sale or other Disposition. The Borrower shall remain
liable for any deficiency (plus accrued interest thereon) if the proceeds of any sale or other disposition of
the Facility Collateral are insufficient to pay the Obligations and the reasonable fees and disbursements
incurred by the Lender, including reasonable fees and expenses of any attorneys employed by the Lender
to collect such deficiency. Because the Borrower recognizes that the Lender may not be able to purchase
or sell all of the Facility Collateral on a particular Business Day, or in a transaction with the same
purchaser, or in the same manner because the market for such Facility Collateral may not be liquid, the
Borrower agrees that liquidation of the Facility Collateral does not require a public purchase or sale and
that a good faith private purchase or sale shall be deemed to have been made in a commercially
reasonable manner. Accordingly, the Lender may elect, in its sole discretion, the time and manner of