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General Partner agrees that upon receipt of Notice from the Trustee or the Servicing Agent of an <br />Event of Default under the Financing Documents, the General Partner shall make all payments of <br />the Pledged Amount to the Trustee until otherwise notified in writing by the Trustee (at the <br />I <br />direction of the Servicing Agent). <br />SECTION 6.3. Application. The proceeds of collection, sale or other disposition of all or <br />any part of the Collateral coming into the Secured Party's possession may be applied by the Secured <br />Party to any of the Obligations, whether matured or unmatured, in such order and manner as the <br />Secured Party may determine in its sole discretion. <br />SECTION 6.4. No Waiver, etc. No failure or delay by the Secured Party to insist upon the <br />strict performance of any term, condition, covenant or agreement of this Agreement or of the other <br />Financing Documents, or to exercise any right, power or remedy consequent upon a breach thereof, <br />shall constitute a waiver of any such term, condition, covenant or agreement or of any such breach, <br />or preclude the Secured Party from exercising any such right, power or remedy at any later time or <br />times. By accepting payment after the due date of any amount payable under this Agreement or <br />under any of the other Financing Documents, the Secured Party shall not be deemed to waive the <br />right either to require prompt payment when due of all other amounts payable under this Agreement <br />or under any of the other Financing Documents, or to declare an Event of Default for failure to effect <br />such prompt payment of any such other amount. The payment by the Pled or, the Company or any <br />other Person and the acceptance by the Secured Party or any other amount due and payable under <br />the provisions of this Agreement or the other Financing Documents at any time during which an <br />Event of Default exists shall not in any way or manner be construed as a waiver of such Event of <br />Default by the Secured Party or preclude the Secured Party from exercising any right of power or <br />remedy consequent upon such Event of Default. <br />ARTICLE VII <br />MISCELLANEOUS <br />SECTION 7.1. Course of Dealina-, Amendment. No course of dealing between the Secured <br />Party and the Pled or shall be effective to amend, modify or change any provision of this Agreement <br />or the other Financing Documents. The Secured Party shall have the right at all times to enforce the <br />provisions of this Agreement and the other Financing Documents in strict accordance with the <br />provisions hereof and thereof, notwithstanding any conduct or custom on the part of the Secured <br />Party in refraining from so doing at any time or times. The failure of the Secured Party at any time <br />or times to enforce its rights under such provisions, strictly in accordance with the same, shall not be <br />construed as having created a custom in any way or manner contrary to specific provisions of this <br />Agreement or the other Financing Documents or as having in any way or manner modified or <br />waived the same. This Agreement may not be amended, modified, or changed in any respect except <br />by an agreement in writing signed by the Secured Party and the Pledgor. <br /># 420053 <br />011367-0283 <br />Irl <br />