it pertains to the Warehouse Assets, in
advertising for sale and selling any Warehouse Assets and Customer's rights
under all licenses and all franchise agreements shall inure to Buyer's and the
other Purchaser Representatives' benefit for this purpose.
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SECTION 7.3.
INJUNCTIVE RELIEF.
CUSTOMER
RECOGNIZES THAT IF THERE IS A TERMINATION EVENT THEN, DEPENDING ON THE NATURE OF
THE TERMINATION EVENT, IT MAY BE THAT NO REMEDY AT LAW WILL PROVIDE COMPLETE OR
ADEQUATE RELIEF TO BUYER, AND BUYER MAY, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, BE ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF IN ANY SUCH CASE
WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGES.
THE INJUNCTIVE RELIEF SHALL
NOT BE A WAIVER OF BUYER'S RIGHTS TO OTHER RELIEF AND REMEDIES.
SECTION 7.4.
REMEDIES CUMULATIVE.
ALL RIGHTS,
REMEDIES AND POWERS OF BUYER HEREUNDER AND, UNDER THE TRANSACTION DOCUMENTS AND
IN CONNECTION HEREWITH OR THEREWITH ARE IRREVOCABLE AND CUMULATIVE, AND NOT
ALTERNATIVE OR EXCLUSIVE, AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS, REMEDIES
AND POWERS OF BUYER WHETHER UNDER LAW, EQUITY OR AGREEMENT.
IN ADDITION TO THE
RIGHTS AND REMEDIES GRANTED TO IT IN THIS AGREEMENT, BUYER SHALL HAVE ALL RIGHTS
AND REMEDIES OF A SECURED PARTY UNDER THE UCC.
ARTICLE VIII
SECURITY INTEREST
SECTION 8.1.
GRANT OF SECURITY INTEREST.
CUSTOMER HEREBY ASSIGNS AND GRANTS TO BUYER A FIRST PRIORITY SECURITY INTEREST
IN ALL OF SUCH CUSTOMER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER ALL OF THE
FOLLOWING, WHETHER NOW OR HEREAFTER EXISTING:
(A) EACH AND EVERY RECEIVABLE,
ALL RELATED SECURITY WITH RESPECT TO EACH SUCH RECEIVABLE, EACH AND EVERY
COLLECTION RELATED THERETO AND ALL OTHER WAREHOUSE ASSETS OF EVERY NATURE,
(B) THE COLLECTION ACCOUNT, ALL FUNDS ON DEPOSIT THEREIN AND ALL CERTIFICATES
AND INSTRUMENTS, IF ANY, FROM TIME TO TIME EVIDENCING SUCH ACCOUNT AND FUNDS ON
DEPOSIT THEREIN, ALL INVESTMENTS MADE WITH SUCH FUNDS, ALL CLAIMS THEREUNDER OR
IN CONNECTION THEREWITH, ALL CONTRACT RIGHTS (INCLUDING UNDER INSURANCE
POLICIES) AND OTHER RIGHTS RELATING THERETO AND ALL INTEREST, DIVIDENDS, MONEYS,
INSTRUMENTS, SECURITIES AND OTHER PROPERTY FROM TIME TO TIME RECEIVED,
RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OR IN EXCHANGE FOR ANY OR ALL OF
THE FOREGOING AND ANYTHING ELSE CONSTITUTING PART OF THE WAREHOUSE ASSETS, (C)
THE SWAP AGREEMENT, (D) ALL PROCEEDS AND AMOUNTS RECEIVED OR RECEIVABLE BY
CUSTOMER, BUYER OR ANY OTHER PURCHASER REPRESENTATIVES UNDER ANY OR ALL OF THE
FOREGOING, (E) ALL "GENERAL INTANGIBLES," "ACCOUNTS" AND "CHATTEL PAPER" (AS
SUCH TERMS ARE DEFINED IN THE UCC) RELATING TO OR CONSTITUTING ANY AND ALL OF
THE FOREGOING, AND (F) ALL REPLACEMENTS, SUBSTITUTIONS OR DISTRIBUTIONS ON OR
PROCEEDS, PAYMENTS, INCOME AND PROFITS OF, AND RECORDS AND FILES RELATING TO ANY
AND ALL OF ANY OF THE FOREGOING, TO SECURE THE PROMPT PAYMENT AND PERFORMANCE OF
ALL CUSTOMER OBLIGATIONS ARISING IN CONNECTION WITH THIS AGREEMENT AND EACH
OTHER TRANSACTION DOCUMENT, WHETHER NOW OR HEREAFTER EXISTING, DUE OR TO BECOME
DUE, DIRECT OR INDIRECT, OR ABSOLUTE OR CONTINGENT, INCLUDING, WITHOUT
LIMITATION, ALL INDEMNIFIED AMOUNTS, ALL INTEREST, ALL FEES, AN AMOUNT