7.
PERFORMANCE BY LENDER OF GRANTOR'S
OBLIGATIONS.
IF THE GRANTOR FAILS TO PERFORM OR COMPLY WITH ANY OF ITS
AGREEMENTS CONTAINED HEREIN, THE LENDER, AT ITS OPTION, BUT WITHOUT ANY
OBLIGATION TO DO SO, MAY ITSELF PERFORM OR COMPLY, OR OTHERWISE CAUSE
PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT.
THE EXPENSES OF THE LENDER
INCURRED IN CONNECTION WITH SUCH PERFORMANCE OR COMPLIANCE, TOGETHER WITH
INTEREST THEREON AT A RATE PER ANNUM 2.0% ABOVE THE RATE PER ANNUM APPLICABLE TO
LOANS, SHALL BE PAYABLE BY THE GRANTOR, TO THE EXTENT OF THE COLLATERAL, TO THE
LENDER ON DEMAND AND SHALL CONSTITUTE SECURED OBLIGATIONS SECURED HEREBY.
8.
PROCEEDS.
(A)
IT IS AGREED THAT ALL PROCEEDS RECEIVED BY
THE GRANTOR CONSISTING OF CASH, CHECKS AND OTHER NEAR-CASH ITEMS SHALL BE HELD
BY THE GRANTOR IN TRUST FOR THE LENDER, SEGREGATED FROM OTHER FUNDS OF THE
GRANTOR, AND SHALL, FORTHWITH UPON RECEIPT BY THE GRANTOR, BE TURNED OVER TO THE
LENDER IN THE EXACT FORM RECEIVED BY THE GRANTOR (DULY ENDORSED BY THE GRANTOR
TO THE LENDER, IF REQUIRED), AND HELD BY THE LENDER IN A DEPOSIT ACCOUNT
MAINTAINED UNDER THE SOLE DOMINION AND CONTROL OF THE LENDER.
ANY AND ALL SUCH
PROCEEDS HELD BY THE LENDER IN A DEPOSIT ACCOUNT (OR BY THE GRANTOR IN TRUST FOR
THE LENDER) SHALL CONTINUE TO BE HELD AS COLLATERAL SECURITY FOR THE SECURED
OBLIGATIONS AND SHALL NOT CONSTITUTE PAYMENT THEREOF UNTIL APPLIED AS PROVIDED
IN THIS SECTION.
(B)
AT SUCH INTERVALS AS MAY BE AGREED UPON
BETWEEN THE LENDER AND THE GRANTOR OR, IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, AT ANY TIME AT THE LENDER'S ELECTION, THE LENDER MAY
APPLY ALL OR ANY PART OF THE PROCEEDS CONSTITUTING COLLATERAL, WHETHER OR NOT
HELD IN ANY DEPOSIT ACCOUNT, AND ANY PROCEEDS OF ANY LOAN DOCUMENT, OR OTHERWISE
RECEIVED BY THE LENDER, AGAINST THE SECURED OBLIGATIONS (WHETHER MATURED OR
UNMATURED), SUCH APPLICATION TO BE IN THE FOLLOWING ORDER:
(I)
FIRST, TO PAY INCURRED AND UNPAID FEES
AND EXPENSES OF THE LENDER UNDER THE LOAN DOCUMENTS;
(II)
SECOND, TO THE LENDER, FOR APPLICATION BY
IT TOWARDS PAYMENT OF AMOUNTS THEN DUE AND OWING AND REMAINING UNPAID IN RESPECT
OF THE SECURED OBLIGATIONS;
(III)
THIRD, ANY BALANCE OF SUCH PROCEEDS
REMAINING AFTER THE SECURED OBLIGATIONS SHALL HAVE BEEN PAID IN FULL AND THE
COMMITMENTS SHALL HAVE TERMINATED, SHALL BE PAID OVER TO THE GRANTOR OR TO
WHOMSOEVER MAY BE LAWFULLY ENTITLED TO RECEIVE THE SAME.
9.
REMEDIES.
IF AN 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 SECURITY AGREEMENT AND IN ANY OTHER
INSTRUMENT OR AGREEMENT SECURING, EVIDENCING OR RELATING TO THE SECURED
OBLIGATIONS, ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE CODE.
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)