WHETHER NOW OWNED OR
EXISTING OR HEREAFTER ACQUIRED, CREATED OR ARISING, WHETHER TANGIBLE OR
INTANGIBLE, AND REGARDLESS OF WHERE LOCATED: (I) IN THE COLLECTION ACCOUNTS, THE
CASH MANAGEMENT ACCOUNT, ALL SUB-ACCOUNTS THEREOF AND ALL SECURITY ENTITLEMENTS,
INVESTMENT PROPERTY AND OTHER FINANCIAL ASSETS AT ANY TIME AND FROM TIME TO TIME
DEPOSITED OR CONTAINED THEREIN OR CREDITED THERETO (AS EACH SUCH TERM IS DEFINED
IN ARTICLE 8 AND ARTICLE 9 OF THE UCC); (II) ANY AND ALL MONIES, CHECKS,
DEPOSITS, INVESTMENT PROPERTY OR OTHER FINANCIAL ASSETS NOW OR HEREAFTER
CREDITED TO THE COLLECTION ACCOUNTS OR THE CASH MANAGEMENT ACCOUNT (INCLUDING
ANY SUB-ACCOUNT THEREOF) OR HELD BY OR ON BEHALF OF LENDER; AND (III) ALL
PROCEEDS (AS DEFINED IN THE UCC) OF ALL OR ANY OF THE FOREGOING.
BORROWER WILL
AT ITS SOLE COST AND EXPENSE TAKE ALL ACTIONS NECESSARY TO MAINTAIN IN FAVOR OF
LENDER A FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE COLLECTION ACCOUNTS
AND THE CASH MANAGEMENT ACCOUNT, INCLUDING, WITHOUT LIMITATION, ENTERING INTO
THE ACCOUNT CONTROL AGREEMENT AND FILING (AND BORROWER HEREBY IRREVOCABLY
AUTHORIZES LENDER TO FILE) UCC-1 FINANCING STATEMENTS AND CONTINUATIONS
THEREOF.
BORROWER WILL NOT IN ANY WAY ALTER OR MODIFY THE COLLECTION ACCOUNTS
OR THE CASH MANAGEMENT ACCOUNT.
BORROWER SHALL NOT, WITHOUT OBTAINING THE PRIOR
CONSENT OF LENDER, FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY INTEREST IN THE
COLLECTION ACCOUNTS, THE CASH MANAGEMENT ACCOUNT, ANY SUB-ACCOUNT THEREOF OR ANY
MONIES DEPOSITED THEREIN OR OTHER FINANCIAL ASSETS CREDITED THERETO OR PERMIT
ANY LIEN TO ATTACH THERETO, OR ANY LEVY TO BE MADE THEREON, OR ANY UCC-1
FINANCING STATEMENTS, EXCEPT THOSE NAMING LENDER AS THE SECURED PARTY, TO BE
FILED WITH RESPECT THERETO.
(C)
LENDER MAY EXERCISE IN RESPECT OF THE COLLECTION ACCOUNTS, THE
CASH MANAGEMENT ACCOUNT OR ANY OR ALL OF THE SUB-ACCOUNTS THEREOF ALL RIGHTS AND
REMEDIES AVAILABLE TO LENDER HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR
OTHERWISE AVAILABLE AT LAW OR IN EQUITY.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, BORROWER SHALL HAVE NO
FURTHER RIGHT TO REQUEST OR OTHERWISE REQUIRE LENDER TO DISBURSE ANY RESERVE
FUNDS OR HAVE ANY FURTHER RIGHTS WHATSOEVER THEREIN, AND LENDER MAY, AT LENDER'S
OPTION (I) CONTINUE TO HOLD ANY OR ALL OF THE RESERVE FUNDS, (II) CONTINUE FROM
TIME TO TIME TO APPLY ALL OR
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ANY PORTION OF THE RESERVE FUNDS TO ANY PAYMENT(S) TO WHICH SUCH RESERVE FUNDS
COULD HAVE BEEN APPLIED PRIOR TO SUCH EVENT OF DEFAULT, TO THE EXTENT AND IN
SUCH ORDER AND MANNER AS LENDER IN ITS SOLE DISCRETION MAY DETERMINE, AND/OR
(III) APPLY ANY SUMS THEN PRESENT IN ANY OR ALL OF THE RESERVE FUNDS TO THE
PAYMENT OF THE DEBT IN ANY ORDER IN ITS SOLE DISCRETION.
THE REMEDIES PROVIDED
IN THIS AGREEMENT, THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED AT LAW OR IN EQUITY.
2.6.4.
APPLICATION OF FUNDS IN THE CASH MANAGEMENT ACCOUNT.
(A)
PROVIDED NO EVENT OF DEFAULT SHALL HAVE