IMPOSE ANY DUTY UPON
THE SECURED PARTY TO EXERCISE ANY SUCH POWERS.
THE SECURED PARTY SHALL BE
ACCOUNTABLE ONLY FOR AMOUNTS THAT THEY ACTUALLY RECEIVES AS A RESULT OF THE
EXERCISE OF SUCH
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POWERS, AND NEITHER THEY NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS SHALL BE RESPONSIBLE TO THE DEBTOR FOR ANY ACT OR FAILURE TO ACT
HEREUNDER, EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
7.
PERFORMANCE BY SECURED PARTY OF
DEBTOR'S OBLIGATIONS.
IF THE DEBTOR FAILS TO PERFORM OR COMPLY WITH ANY OF ITS
AGREEMENTS CONTAINED HEREIN AND THE SECURED PARTY, AS PROVIDED FOR BY THE TERMS
OF THIS SECURITY AGREEMENT, SHALL ITSELF PERFORM OR COMPLY, OR OTHERWISE CAUSE
PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT, THE EXPENSES OF THE SECURED
PARTY INCURRED IN CONNECTION WITH SUCH PERFORMANCE OR COMPLIANCE, TOGETHER WITH
INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE DEFAULT RATE, SHALL BE PAYABLE
BY THE DEBTOR TO THE SECURED PARTY ON DEMAND AND SHALL CONSTITUTE OBLIGATIONS
SECURED HEREBY.
8.
PROCEEDS.
IN ADDITION TO THE RIGHTS OF
THE SECURED PARTY SPECIFIED IN SECTION 3(D) WITH RESPECT TO PAYMENTS OF
ACCOUNTS, IT IS AGREED THAT IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING
(A) ALL PROCEEDS RECEIVED BY THE DEBTOR CONSISTING OF CASH, CHECKS AND OTHER
NEAR-CASH ITEMS SHALL BE HELD BY THE DEBTOR IN TRUST FOR THE SECURED PARTY,
SEGREGATED FROM OTHER FUNDS OF THE DEBTOR, AND SHALL, FORTHWITH UPON RECEIPT BY
THE DEBTOR, BE TURNED OVER TO THE SECURED PARTY IN THE EXACT FORM RECEIVED BY
THE DEBTOR (DULY ENDORSED BY THE DEBTOR TO THE SECURED PARTY, IF REQUIRED), AND
(B) ANY AND ALL SUCH PROCEEDS RECEIVED BY THE SECURED PARTY (WHETHER FROM THE
DEBTOR OR OTHERWISE) MAY, IN THE SOLE DISCRETION OF THE SECURED PARTY, BE HELD
BY THE SECURED PARTY AS COLLATERAL SECURITY FOR, AND/OR THEN OR AT ANY TIME
THEREAFTER MAY BE APPLIED BY THE SECURED PARTY AGAINST, THE OBLIGATIONS (WHETHER
MATURED OR UNMATURED), SUCH APPLICATION TO BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF THE CREDIT AGREEMENT.
ANY BALANCE OF SUCH PROCEEDS REMAINING
AFTER THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL AND THE COMMITMENT SHALL HAVE
BEEN TERMINATED SHALL BE PAID OVER TO THE DEBTOR OR TO WHOMSOEVER MAY BE
LAWFULLY ENTITLED TO RECEIVE THE SAME.
9.
REMEDIES.
UPON AND AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, LENDER SHALL HAVE AND MAY EXERCISE FROM TIME
TO TIME THE FOLLOWING OTHER RIGHTS AND REMEDIES:
(A)
ALL OF THE RIGHTS AND REMEDIES OF A SECURED
PARTY UNDER THE UCC OR UNDER OTHER APPLICABLE LAW, AND ALL OTHER LEGAL AND
EQUITABLE RIGHTS TO WHICH LENDER MAY BE ENTITLED, ALL OF WHICH RIGHTS AND
REMEDIES SHALL BE CUMULATIVE AND SHALL BE IN ADDITION TO ANY OTHER RIGHTS OR
REMEDIES CONTAINED IN THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND NONE OF WHICH SHALL BE EXCLUSIVE.
(B)
THE RIGHT TO TAKE IMMEDIATE POSSESSION OF
THE COLLATERAL, AND TO (I) REQUIRE DEBTOR TO ASSEMBLE THE