BE HELD BY SECURED PARTY AS COLLATERAL UNDER THIS AGREEMENT.
ARTICLE V
RIGHTS, REMEDIES AND DEFAULT
SECTION 5.1
WITH RESPECT TO COLLATERAL.
SECURED PARTY IS HEREBY
FULLY AUTHORIZED AND EMPOWERED (WITHOUT THE NECESSITY OF ANY FURTHER CONSENT OR
AUTHORIZATION FROM ANY DEBTOR) AND THE RIGHT IS EXPRESSLY GRANTED TO SECURED
PARTY, AND EACH DEBTOR HEREBY CONSTITUTES, APPOINTS AND MAKES SECURED PARTY AS
SUCH DEBTOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT FOR SUCH DEBTOR AND IN
SUCH DEBTOR'S NAME, PLACE AND STEAD WITH FULL POWER OF SUBSTITUTION, IN SECURED
PARTY'S NAME OR SUCH DEBTOR'S NAME OR OTHERWISE, FOR SECURED PARTY'S SOLE USE
AND BENEFIT, BUT AT SUCH
9
DEBTOR'S COST AND EXPENSE.
WITH REGARD TO SUCH RIGHTS, SECURED PARTY MAY
EXERCISE, WITHOUT NOTICE, ALL OR ANY OF THE FOLLOWING POWERS AT ANY TIME
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT
HEREUNDER WITH RESPECT TO ALL OR ANY OF THE COLLATERAL:
(A)
NOTIFY ACCOUNT DEBTORS OR THE OBLIGORS ON THE ACCOUNTS, THE
GENERAL INTANGIBLES AND THE RELATED RIGHTS TO MAKE AND DELIVER PAYMENT TO
SECURED PARTY;
(B)
TO DEMAND, SUE FOR, COLLECT, RECEIVE AND GIVE ACQUITTANCE FOR ANY
AND ALL MONIES DUE OR TO BECOME DUE BY VIRTUE THEREOF AND OTHERWISE DEAL WITH
PROCEEDS;
(C)
TO RECEIVE, TAKE, ENDORSE, ASSIGN AND DELIVER ANY AND ALL CHECKS,
NOTES, DRAFTS, DOCUMENTS AND OTHER NEGOTIABLE AND NON-NEGOTIABLE INSTRUMENTS AND
CHATTEL PAPER TAKEN OR RECEIVED BY SECURED PARTY IN CONNECTION THEREWITH;
(D)
TO SETTLE, COMPROMISE, COMPOUND, PROSECUTE OR DEFEND ANY ACTION OR
PROCEEDING WITH RESPECT THERETO;
(E)
TO SELL, TRANSFER, ASSIGN OR OTHERWISE DEAL IN OR WITH THE SAME OR
THE PROCEEDS OR AVAILS THEREOF OR THE RELATIVE GOODS, AS FULLY AND EFFECTIVELY
AS IF SECURED PARTY WERE THE ABSOLUTE OWNER THEREOF; AND
(F)
TO EXTEND THE TIME OF PAYMENT OF ANY OR ALL THEREOF AND TO GRANT
WAIVERS AND MAKE ANY ALLOWANCE OR OTHER ADJUSTMENT WITH REFERENCE THERETO;
provided, however, Secured Party shall be under no obligation or duty to
exercise any of the powers hereby conferred upon it and shall be without
liability for any act or failure to act in connection with the collection of, or
the preservation of any rights under, any Collateral.
SECTION 5.2
APPLICATION OF PROCEEDS.
ALL PROCEEDS PAID TO AND
RECEIVED BY SECURED PARTY ON ACCOUNT OF THE COLLATERAL WILL BE, AT THE OPTION OF
SECURED PARTY, APPLIED BY SECURED PARTY TO THE SECURED OBLIGATIONS IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT, WHETHER OR NOT SUCH
SECURED OBLIGATIONS SHALL HAVE BY ITS TERMS MATURED; PROVIDED, HOWEVER, SECURED
PARTY NEED NOT APPLY OR GIVE CREDIT FOR ANY ITEM INCLUDED IN SUCH SUMS UNTIL
SECURED PARTY HAS RECEIVED FINAL PAYMENT THEREOF AS REQUIRED UNDER THE CREDIT
AGREEMENT OR SOLVENT CREDITS ACCEPTED AS SUCH BY SECURED PARTY; AND PROVIDED
FURTHER THAT SECURED PARTY'S FAILURE TO SO APPLY ANY SUCH SUMS SHALL NOT BE A
WAIVER OF SECURED PARTY'S RIGHT TO SO APPLY SUCH SUMS OR ANY OTHER SUMS AT ANY
TIME.
SECTION