Common use of Applications of Proceeds Clause in Contracts

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value of the Series B Preferred Stock at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties Party shall pay to the applicable Debtor Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties Party are legally entitled, the Debtors Obligor will be liable for the deficiency, together with interest thereon, at the rate of 1018% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties Party to collect such deficiency. To the extent permitted by applicable law, each Debtor the Obligor waives all claims, damages and demands against the Secured Parties Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined Party. All ordinary costs and expenses incurred by a final judgment (any Secured Party in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not subject apply to further appeal) any suits, actions, proceedings or claims of a court the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of competent jurisdictionsecurity for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders Secured Party (or Collateral Agent) or its counsel in enforcing their its rights hereunder and in connection with collectinghereunder, storing and disposing of the Collateraldefending rights as against third parties, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties Party (or Collateral Agent on their behalf) shall pay to the applicable respective paying Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are Party is legally entitled, (i) the Debtors proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Rate”)Interest rate, and the reasonable fees of any attorneys employed by the Secured Parties Party (or Collateral Agent) to collect such deficiency. To the extent permitted by applicable law, each Debtor the Company waives all claims, damages and demands against the Secured Parties Party (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined Party. All ordinary costs and expenses incurred by a final judgment the Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not subject apply to further appeal) any suits, actions, proceedings or claims of a court the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of competent jurisdictionsecurity for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. The In the event of an Event of Default and the subsequent disposition of Collateral by the Secured Party, the proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneysSecured Party’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to satisfaction of the Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders Secured Party (based on then-outstanding stated value principal amounts of the Series B Preferred Stock Note at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are Party is legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or Default Rate described in the lesser amount permitted by applicable law Loan Agreement (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties Party to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The In the event of an Event of Default and the subsequent disposition of Collateral by the Secured party, the proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneysSecured Party’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to satisfaction of the Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders Secured Party (based on then-then- outstanding stated value principal amounts of the Series B Preferred Stock Note at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are Party is legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or Default Rate described in the lesser amount permitted by applicable law Loan Agreement (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties Party to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The Subject to the terms of the Intercreditor Agreement (as defined in the Note), the proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs reasonably incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their Secured Party’s rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are Party is legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the default rate of 10% per annum or set forth in the lesser amount permitted by applicable law Note (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties Party to collect such deficiency. To the extent permitted by applicable law, each the Debtor waives all claims, damages and demands against the Secured Parties Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders Agent in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneysSecured Parties’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to satisfaction of the Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders Secured Parties (based on then-outstanding stated value principal amounts of the Series B Preferred Stock Debentures at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceedsproceeds or to such other party as required by law or judicial proceeding. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 1012% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders Secured Parties in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to satisfaction of the Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (Secured Parties based on then-their then outstanding stated value principal amount of the Series B Preferred Stock at the time of any such determination)Notes, and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. Upon any realization of any such proceeds by a Secured Party, such Secured Party shall promptly notify in writing the other Secured Parties along with an accounting of the distributions of such proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the rate of 1018% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each the Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdictionParties.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders Lender's Agent in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties and Lender's Agent shall pay to the applicable Debtor Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors Company will be liable for the deficiency, together with interest thereon, at the Default rate of 10% per annum or set forth in the lesser amount permitted by applicable law Note (the “Default Rate”"DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Secured Parties Lender's Agent to collect such deficiency. To the extent permitted by applicable law, each Debtor the Company waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties. All ordinary and reasonable costs and expenses incurred by any Lender's Agent in collection of the Obligations shall be borne exclusively by the Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Lender's Agent to effect collections of the Obligations or any collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties as determined under this Agreement shall be shared by a final judgment (all Secured Parties PRO RATA in accordance with their respective percentage of the outstanding principal and interest on the Notes. The provisions of this paragraph shall not subject apply to further appeal) any suits, actions, proceedings or claims of a court the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of competent jurisdictionsecurity for, any loans and/or advances made by any Secured Party to the Company that do not arise under the Securities Purchase Agreements or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, ------------------------ lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders Secured Parties in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time Obligations pro-rata in proportion to each Secured Party's initial purchases of any such determination)Debentures, and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “"Default Rate”"), and the reasonable fees of ------------ any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each the Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined Parties. Upon the receipt of any proceeds hereunder by a final judgment (not Secured Party, such Secured Party shall, upon receipt of any revenue, income or other sums subject to further appeal) the Security Interest, whether payable pursuant to the Debenture or otherwise, or of a court of competent jurisdictionany check, draft, Debenture, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the other Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties in such amounts as is required hereunder.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders Secured Parties in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors Company will be liable for the deficiency, together with interest thereon, at the rate of 1018% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor the Company waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties. All ordinary costs and expenses incurred by any Secured Party in collection of the Obligations shall be borne exclusively by the Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties as determined under this Agreement shall be shared by a final judgment (all Secured Parties pro rata in accordance with their respective percentage of the Convertible Debenture. The provisions of this paragraph shall not subject apply to further appeal) any suits, actions, proceedings or claims of a court the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of competent jurisdictionsecurity for, any loans and/or advances made by any Secured Party to the Company that do not arise under the Purchase Agreements or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders Agent in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneysSecured Parties’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to satisfaction of the Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders Secured Parties (based on then-outstanding stated value principal amounts of the Series B Preferred Stock Debentures at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceedsproceeds or to such other party as required by law or judicial proceeding. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders Secured Parties in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time Obligations pro-rata in proportion to each Secured Party's initial purchases of any such determination)Debentures, and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Rate”"DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each the Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined Parties. Upon the receipt of any proceeds hereunder by a final judgment (not Secured Party, such Secured Party shall, upon receipt of any revenue, income or other sums subject to further appeal) the Security Interest, whether payable pursuant to the Debenture or otherwise, or of a court of competent jurisdictionany check, draft, Debenture, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the other Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties in such amounts as is required hereunder.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ ' fees and expenses incurred by the Series C Holders Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth then to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties Party shall pay to the applicable Debtor Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are Party is legally entitled, the Debtors Obligor will be liable for the deficiency, together with interest thereon, at the rate of 1018% per annum or the lesser amount permitted by applicable law (the “"Default Rate”"), and the reasonable fees of any attorneys employed by the Secured Parties Party to collect such deficiency. To the extent permitted by applicable law, each Debtor the Obligor waives all claims, damages and demands against the Secured Parties Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by any Secured Party in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties as determined under this Agreement shall be shared by a final judgment (all Secured Parties pro rata in accordance with their respective percentage of the then outstanding Preferred Stock. The provisions of this paragraph shall not subject apply to further appeal) any suits, actions, proceedings or claims of a court the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of competent jurisdictionsecurity for, any loans and/or advances made by any Secured Party to the Company that do not arise under the Purchase Agreements or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs reasonably incurred in connection therewith) of the Collateral, second, to the reasonable attorneys’ fees and expenses incurred by the Series C Holders Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their Secured Party’s rights hereunder and in connection with collecting, storing and disposing of the Collateral, and fifth third to Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value satisfaction of the Series B Preferred Stock at the time of any such determination)Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Parties Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are Party is legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 1024.99% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties Party to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured Parties Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.