occurred and is continuing.
Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof.
This power of attorney is a power coupled with an
interest and is irrevocable.
(B)
NO DUTY ON SECURED PARTY'S PART.
THE POWERS CONFERRED ON THE
SECURED PARTY HEREUNDER ARE SOLELY TO PROTECT THE SECURED PARTY'S INTERESTS IN
THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON THE SECURED PARTY TO EXERCISE
ANY SUCH POWERS.
SECURED PARTY SHALL BE ACCOUNTABLE ONLY FOR AMOUNTS THAT IT
ACTUALLY RECEIVES AS A RESULT OF THE EXERCISE OF SUCH POWERS, AND NEITHER IT NOR
ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO
ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR ITS OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
7.
PERFORMANCE BY SECURED PARTY OF GRANTORS' OBLIGATIONS.
IF ANY
GRANTOR FAILS TO PERFORM OR COMPLY WITH ANY OF ITS AGREEMENTS CONTAINED HEREIN,
THE SECURED PARTY, AT ITS OPTION, BUT WITHOUT ANY OBLIGATION TO DO SO, MAY
ITSELF, UPON PRIOR WRITTEN NOTICE TO THE GUARANTORS (WHICH NOTICE SHALL NOT BE
REQUIRED DURING THE CONTINUANCE OF AN EVENT OF DEFAULT), PERFORM OR COMPLY, OR
OTHERWISE CAUSE PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT.
THE ACTUAL
OUT-OF-POCKET EXPENSES OF THE SECURED PARTY INCURRED IN CONNECTION WITH SUCH
PERFORMANCE OR COMPLIANCE, TOGETHER WITH INTEREST THEREON AT A RATE EQUAL TO THE
AMOUNT SET FORTH IN THE LOAN AGREEMENT, SHALL BE PAYABLE, JOINTLY AND SEVERALLY,
BY THE GRANTORS TO THE SECURED PARTY ON DEMAND AND SHALL CONSTITUTE OBLIGATIONS
SECURED HEREBY.
8.
PROCEEDS.
(A)
IN ADDITION TO THE RIGHTS OF THE SECURED PARTY SPECIFIED IN
SECTION 3(D) AND (E) WITH RESPECT TO PAYMENTS OF RECEIVABLES, IT IS AGREED THAT
DURING AN EVENT OF DEFAULT ALL PROCEEDS RECEIVED BY ANY GRANTOR CONSISTING OF
CASH, CHECKS AND OTHER NEAR-CASH ITEMS SHALL BE HELD IN AN ACCOUNT SUBJECT TO AN
ACCOUNT CONTROL AGREEMENT, OR AT SECURED PARTY'S REQUEST, BE HELD BY THE
GRANTORS IN TRUST FOR THE SECURED PARTY, SEGREGATED FROM OTHER FUNDS OF THE
GRANTORS, AND SHALL, FORTHWITH UPON RECEIPT BY ANY GRANTOR, BE TURNED OVER TO
THE SECURED PARTY IN THE EXACT FORM RECEIVED BY SUCH GRANTOR (DULY ENDORSED BY
SUCH GRANTOR TO THE SECURED PARTY IF REQUIRED), AND HELD BY THE SECURED PARTY IN
A COLLATERAL ACCOUNT MAINTAINED UNDER THE SOLE DOMINION AND CONTROL OF THE
SECURED PARTY.
ANY AND ALL SUCH PROCEEDS HELD BY THE SECURED PARTY IN A
COLLATERAL ACCOUNT (OR BY ANY GRANTOR IN TRUST FOR THE SECURED PARTY) SHALL
CONTINUE TO BE HELD AS COLLATERAL SECURITY FOR THE OBLIGATIONS AND SHALL NOT
CONSTITUTE PAYMENT THEREOF UNTIL APPLIED AS PROVIDED IN THIS SECTION.
(B)
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AT
ANY TIME AT THE SECURED PARTY'S ELECTION, THE SECURED PARTY MAY APPLY ALL OR ANY
PART OF THE PROCEEDS CONSTITUTING COLLATERAL, WHETHER OR NOT HELD IN ANY
COLLATERAL ACCOUNT, AND ANY PROCEEDS OF THE PLEDGE AGREEMENT, THE GUARANTEE OR
ANY OTHER LOAN DOCUMENT,