COLLECTION AND ADMINISTRATION. 2.1 Grantor is authorized to collect the accounts and any other proceeds of Collateral, on behalf of and in trust for Secured Party, at Grantor's expense, but such authority shall automatically terminate upon an Event of Default. Secured Party may modify or terminate such authority at any time after the occurrence of an Event of Default and directly collect the accounts and other monetary obligations included in the Collateral. After the occurrence of an Event of Default, Grantor shall, at Grantor's expense and in the manner requested by Secured Party from time to time, direct that remittances and all other proceeds of accounts and other Collateral shall be (a) sent to a post office box designated by and/or in the name of Secured Party or in the name of Grantor, but as to which access 2.2 All Obligations shall be payable at Secured Party's office set forth below or at Secured Party's bank as Secured Party may expressly designate from time to time for purposes of this Section. Secured Party shall apply all proceeds of accounts or other Collateral received by Secured Party and all other payments in respect of the Obligations to the Notes whether or not then due or to any other Obligations then due, in whatever order or manner Secured Party shall determine. Secured Party shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. 2.3 Secured Party may, at any time, during the existence of an Event of Default, without notice to or assent of Grantor, (a) notify any account debtor that the accounts and other Collateral which includes a monetary obligation have been assigned to Secured Party by Grantor and that payment thereof is to be made to the order of and directly to Secured Party, (b) send, or cause to be sent by its designee, requests (which may identify the sender by a pseudonym) for verification of accounts and other Collateral directly to any account debtor or any other obligor or any bailee with respect thereto, and (c) demand, collect or enforce payment of any accounts or such other Collateral, but without any duty to do so, and Secured Party shall not be liable for any failure to collect or enforce payment thereof. At Secured Party's request during the existence of an Event of Default, all invoices and statements sent to any account debtor, other obligor or bailee, shall state that the accounts and such other Collateral have been assigned to Secured Party and are payable directly and only to Secured Party. 2.4 Grantor hereby appoints Secured Party and any designee of Secured Party as Grantor's attorney-in-fact and authorizes Secured Party or such designee, at Grantor's sole expense, to exercise during the existence of an Event of Default in Secured Party's or such designee's discretion all or any of the following powers, which powers of attorney, being coupled with an interest, shall be irrevocable until all Obligations have been paid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Secured Party or Grantor, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) transmit to account debtors, other obligors or any bailees notice of the interest of Secured Party in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Grantor or Secured Party or any designee of Secured Party, information concerning the Collateral and any amounts owing with respect thereto, (c) notify account debtors or other obligors to make payment directly to Secured Party, or notify bailees as to the disposition of Collateral, (d) take or bring, in the name of Secured Party or Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect 2.5 Grantor hereby releases and exculpates Secured Party, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof, whether as attorney-in-fact or otherwise, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Secured Party have any liability to Grantor for lost profits or other special or consequential damages. 2.6 After an Event of Default, Grantor shall not, without the prior written consent of Secured Party in each instance, (a) grant any extension of time of payment of any of the accounts or any other Collateral which includes a monetary obligation, (b) compromise or settle any of the accounts or any such other Collateral for less than the full amount thereof, (c) release in whole or in part any account debtor or other person liable for the payment of any of the accounts or any such other Collateral, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the accounts or any such other Collateral. 2.7 At such times as Secured Party may request and in the manner specified by Secured Party, Grantor shall deliver to Secured Party or Secured Party's representative original invoices, agreements, proofs of rendition of services and delivery of goods and other documents evidencing or relating to the transactions which gave rise to accounts or other Collateral, together with customer statements, schedules describing the accounts or other Collateral and/or statements of account and confirmatory assignments to Secured Party of the accounts or other Collateral, in form and substance satisfactory to Secured Party and duly executed by Grantor. Without limiting the provisions of Section 2.6, Grantor's granting of credits, discounts, allowances, deductions, return authorizations or the like will be promptly reported to Secured Party in writing. In no event shall any such schedule or confirmatory assignment (or the absence thereof or omission of any of the accounts or other Collateral therefrom) limit or in any way be construed as a waiver, limitation or modification of the security interests or rights of Secured Party or the warranties, representations and covenants of Grantor under this Agreement. Any documents, schedules, invoices or other paper delivered to Secured Party by Grantor may be destroyed or otherwise disposed of by Secured Party six (6) months after receipt by Secured Party, unless Grantor requests their return in writing in advance, and makes prior arrangements for their return, at Grantor's expense. 2.8 From time to time as requested by Secured Party, at the sole expense of Grantor, Secured Party or its designee shall have access, prior to an Event of Default during 2.9 If after receipt of any payment of, or proceeds applied to the payment of, all or any part of the Obligations, the Secured Party is for any reason required to surrender such payment or proceeds because such payment or proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, or a diversion of trust funds, or for any other reason, then: the Obligations or any part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Secured Party, and the Grantor shall be liable to pay to the Secured Party, and hereby does indemnify the Secured Party and hold the Secured Party harmless for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Secured Party in reliance upon such payment or proceeds, and any such contrary action so taken shall be without prejudice to the Secured Party's rights under this Agreement and shall be deemed to have been conditioned upon such payment or proceeds having become final and irrevocable. The provisions of this Section 2.9 shall survive the termination of this Agreement.
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Sources: Security Agreement (Search Capital Group Inc), Security Agreement (Search Capital Group Inc)
COLLECTION AND ADMINISTRATION. 2.1 Grantor is authorized to collect the accounts and any other proceeds of Collateral, on behalf of and in trust for Secured Party, at Grantor's expense, but such authority shall automatically terminate upon an Event of Default. Secured Party may modify or terminate such authority at any time after the occurrence of an Event of Default and directly collect the accounts and other monetary obligations included in the Collateral. After the occurrence of an Event of Default, Grantor shall, at Grantor's expense and in the manner requested by Secured Party from time to time, direct that remittances and all other proceeds of accounts and other Collateral shall be (a) sent to a post office box designated by and/or in the name of Secured Party or in the name of Grantor, but as to which accessaccess is limited to Secured Party and/or (b) deposited into a bank account maintained in the name of Secured Party and/or a blocked bank account under arrangements with the depository bank under which all funds deposited to such blocked bank account are required to be transferred solely to Secured Party. Regardless whether such account is maintained in the name of Grantor or the Secured Party, Grantor shall bear the risk of loss of all funds
2.2 All Obligations shall be payable at Secured Party's office set forth below or at Secured Party's bank as Secured Party may expressly designate from time to time for purposes of this Section. Secured Party shall apply all proceeds of accounts or other Collateral received by Secured Party and all other payments in respect of the Obligations to the Notes whether or not then due or to any other Obligations then due, in whatever order or manner Secured Party shall determine. Secured Party shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.
2.3 Secured Party may, at any time, during the existence of an Event of Default, without notice to or assent of Grantor, (a) notify any account debtor that the accounts and other Collateral which includes a monetary obligation have been assigned to Secured Party by Grantor and that payment thereof is to be made to the order of and directly to Secured Party, (b) send, or cause to be sent by its designee, requests (which may identify the sender by a pseudonym) for verification of accounts and other Collateral directly to any account debtor or any other obligor or any bailee with respect thereto, and (c) demand, collect or enforce payment of any accounts or such other Collateral, but without any duty to do so, and Secured Party shall not be liable for any failure to collect or enforce payment thereof. At Secured Party's request during the existence of an Event of Default, all invoices and statements sent to any account debtor, other obligor or bailee, shall state that the accounts and such other Collateral have been assigned to Secured Party and are payable directly and only to Secured Party.
2.4 Grantor hereby appoints Secured Party and any designee of Secured Party as Grantor's attorney-in-fact and authorizes Secured Party or such designee, at Grantor's sole expense, to exercise during the existence of an Event of Default in Secured Party's or such designee's discretion all or any of the following powers, which powers of attorney, being coupled with an interest, shall be irrevocable until all Obligations have been paid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Secured Party or Grantor, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) transmit to account debtors, other obligors or any bailees notice of the interest of Secured Party in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Grantor or Secured Party or any designee of Secured Party, information concerning the Collateral and any amounts owing with respect thereto, (c) notify account debtors or other obligors to make payment directly to Secured Party, or notify bailees as to the disposition of Collateral, (d) take or bring, in the name of Secured Party or Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effecteffect collection of or other action upon the accounts and other Collateral, (e) after an Event of Default, change the address for delivery of mail to Grantor and to receive and open mail addressed to Grantor, (f) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation
2.5 Grantor hereby releases and exculpates Secured Party, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof, whether as attorney-in-fact or otherwise, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct. In no event will Secured Party have any liability to Grantor for lost profits or other special or consequential damages.
2.6 After an Event of Default, Grantor shall not, without the prior written consent of Secured Party in each instance, (a) grant any extension of time of payment of any of the accounts or any other Collateral which includes a monetary obligation, (b) compromise or settle any of the accounts or any such other Collateral for less than the full amount thereof, (c) release in whole or in part any account debtor or other person liable for the payment of any of the accounts or any such other Collateral, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the accounts or any such other Collateral.
2.7 At such times as Secured Party may request and in the manner specified by Secured Party, Grantor shall deliver to Secured Party or Secured Party's representative original invoices, agreements, proofs of rendition of services and delivery of goods and other documents evidencing or relating to the transactions which gave rise to accounts or other Collateral, together with customer statements, schedules describing the accounts or other Collateral and/or statements of account and confirmatory assignments to Secured Party of the accounts or other Collateral, in form and substance satisfactory to Secured Party and duly executed by Grantor. Without limiting the provisions of Section 2.6, Grantor's granting of credits, discounts, allowances, deductions, return authorizations or the like will be promptly reported to Secured Party in writing. In no event shall any such schedule or confirmatory assignment (or the absence thereof or omission of any of the accounts or other Collateral therefrom) limit or in any way be construed as a waiver, limitation or modification of the security interests or rights of Secured Party or the warranties, representations and covenants of Grantor under this Agreement. Any documents, schedules, invoices or other paper delivered to Secured Party by Grantor may be destroyed or otherwise disposed of by Secured Party six (6) months after receipt by Secured Party, unless Grantor requests their return in writing in advance, and makes prior arrangements for their return, at Grantor's expense.
2.8 From time to time as requested by Secured Party, at the sole expense of Grantor, Secured Party or its designee shall have access, prior to an Event of Default duringduring reasonable business hours and on or after an Event of Default at any time, to all of the premises where Collateral is located for the purposes of inspecting the Collateral, and to all of Grantor's books and records, and Grantor shall permit Secured Party or its designee to make such copies of such books and records or extracts therefrom as Secured Party may request. Without expense to Secured Party, Secured Party may use such of Grantor's
2.9 If after receipt of any payment of, or proceeds applied to the payment of, all or any part of the Obligations, the Secured Party is for any reason required to surrender such payment or proceeds because such payment or proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, or a diversion of trust funds, or for any other reason, then: the Obligations or any part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Secured Party, and the Grantor shall be liable to pay to the Secured Party, and hereby does indemnify the Secured Party and hold the Secured Party harmless for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Secured Party in reliance upon such payment or proceeds, and any such contrary action so taken shall be without prejudice to the Secured Party's rights under this Agreement and shall be deemed to have been conditioned upon such payment or proceeds having become final and irrevocable. The provisions of this Section 2.9 shall survive the termination of this Agreement.
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