THE EXERCISE OF REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF
ANY COLLATERAL IN ITS POSSESSION AND ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY
IT HEREUNDER, THE SECURITY AGENT SHALL HAVE NO DUTY AS TO ANY COLLATERAL OR AS
TO ANY RIGHTS PERTAINING THERETO.
10.3
THE SECURITY AGENT SHALL BE DEEMED TO HAVE EXERCISED
REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF THE COLLATERAL IN ITS
POSSESSION IF THE COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT
WHICH THE SECURITY AGENT ACCORDS ITS OWN PROPERTY.
11.
REMEDIES UPON DEFAULT; APPLICATION OF COLLATERAL
11.1
IF AN EVENT OF DEFAULT UNDER THE LETTER OF CREDIT
AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING, THEN ANY CASH HELD BY THE
SECURITY AGENT AND ALL CASH PROCEEDS RECEIVED BY THE SECURITY AGENT IN RESPECT
OF ANY SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF
THE COLLATERAL SHALL BE APPLIED TO THE OBLIGATIONS OF THE DEBTOR TO THE SECURED
PARTIES AS PROVIDED IN THE LETTER OF CREDIT AGREEMENT. ANY SURPLUS OF SUCH CASH
OR CASH PROCEEDS HELD BY THE SECURITY AGENT AND REMAINING AFTER THE PAYMENT IN
FULL OF ALL THE SECURED OBLIGATIONS SHALL BE PAID OVER TO THE DEBTOR OR TO
WHOMSOEVER MAY BE LAWFULLY BE ENTITLED THERETO.
11.2
ANY FORECLOSURE UPON, SALE OF, OR EXERCISE OF RIGHTS WITH
RESPECT TO THE COLLATERAL SHALL BE CONDUCTED IN COMPLIANCE WITH ALL CONTRACTUAL
PROVISIONS APPLICABLE TO SUCH COLLATERAL, INCLUDING BUT NOT LIMITED TO ANY
PROVISIONS OF ANY AGREEMENT PURSUANT TO WHICH ANY INVESTMENT ARISES THAT GOVERN
THE SALE OR ASSIGNMENT THEREOF.
11.3
ANY SALE OF THE COLLATERAL OR ANY PART THEREOF SHALL BE
MADE IN A COMMERCIALLY REASONABLE MANNER AND IN ACCORDANCE WITH APPLICABLE LAW
AND MAY BE MADE IN ONE OR MORE LOTS AT PUBLIC OR PRIVATE SALE, FOR CASH, ON
CREDIT OR FOR FUTURE DELIVERY. THE SECURITY AGENT AND/OR ANY OF ITS AFFILIATES
MAY BE A PURCHASER AT ANY SUCH SALE. THE SECURITY AGENT SHALL NOT BE OBLIGATED
TO MAKE ANY SALE OF COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE SECURITY AGENT MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY
ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT
FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED. THE
DEBTOR SHALL COOPERATE WITH THE SECURITY AGENT IN ALL REASONABLE WAYS IN ORDER
TO ASSIST THE SECURITY AGENT IN THE SALE AND OTHER DISPOSITION OF THE
COLLATERAL.
12.
AMENDMENTS, ETC.
No amendment of any provision of this Agreement shall in any event be effective
unless the same shall be in writing and signed by the Debtor and the Security
Agent, no waiver of any provision of this Agreement, nor consent to any
departure by the Debtor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Security Agent, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose