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<br />such failure, without notice or lapse of time), Secured Party may (but need not) perform or observe such
<br />agreement on behalf and in the name, place and stead of Debtor (or, at Secured Party's option, in Secured
<br />Party's own name) and may (but need not) take any and all other actions which Secured Party may
<br />reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of
<br />taxes, the satisfaction of security interests, liens, or encumbrances, the performance of obligations under
<br />contracts or agreements with account debtors or other obligors, the procurement and maintenance of
<br />insurance, the execution of financing statements, the endorsement of instruments, and the procurement of
<br />repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to
<br />render any loan or forbearance of money usurious or otherwise illegal under any applicable law, Debtor
<br />shall thereupon pay Secured Party on demand the amount of all moneys expended and all costs and
<br />expenses (including reasonable attorneys' fees) incurred by Secured Party in connection with or as a result
<br />of Secured Party's performing or observing such agreements or taking such actions, together with interest
<br />thereon from the date expended or incurred by Secured Party at the highest rate then applicable to any of
<br />the Obligations. To facilitate the performance or observance by Secured Party of such agreements of
<br />Debtor, Debtor hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party,
<br />or its delegate, as the attorney-in-fact of Debtor with the right (but not the duty) from time to time to create,
<br />prepare, complete, execute, deliver, endorse or file, in the name and on behalf of Debtor, any and all
<br />instruments, documents, financing statements, applications for insurance and other agreements and writings
<br />required to be obtained, executed, delivered or endorsed by Debtor under this Section 3 and Section 4.
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<br />4. Assignment of Insurance. Debtor hereby assigns to Secured Party, as additional security for the
<br />payment of the Obligations, any and all moneys (including but not limited to proceeds of insurance and refunds of
<br />unearned premiums) due or to become due under, and all other rights of Debtor under or with respect to, any and all
<br />policies of insurance covering the Collateral, and Debtor hereby directs the issuer of any such policy to pay any such
<br />moneys directly to Secured Party. Both before and after the occurrence of an Event of Default, Secured Party may
<br />(but need not), in its own name or in Debtor's name, execute and deliver proofs of claim, receive all such moneys,
<br />endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or
<br />release any claim against the issuer of any such policy.
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<br />5. Events of Default. Each of the following occurrences shall constitute an event of default under
<br />this Agreement (herein called "Event of Default"): (i) Debtor shall fail to pay any or all ofthe Obligations when due
<br />or (if payable on demand) on demand, or shall fail to observe or perform any covenant or agreement herein binding
<br />on it; (ii) any representation or warranty by Debtor set forth in this Agreement or made to Secured Party in any
<br />financial statements or reports submitted to Secured Party by or on behalf of Debtor shall prove materially false or
<br />misleading; (iii) a garnishment, summons or a writ of attachment shall be issued against or served upon the Secured
<br />Party for the attachment of any property of the Debtor or any indebtedness owing to Debtor; (iv) Debtor or any
<br />guarantor of any Obligation shall (A) be or become insolvent (however defined); or (B) voluntarily file, or have filed
<br />against it involuntarily, a petition under the United States Bankruptcy Code; or (C) if a corporation, partnership, or
<br />organization, be dissolved or liquidated or, if a partnership, suffer the death of a partner or, if an individual, die; or
<br />(D) go out of business; or (v) Secured Party shall in good faith believe that the prospects of due and punctual
<br />payment of any or all of the Obligations is impaired.
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<br />6. Remedies upon Event of Default. Upon the occurrence of an Event of Default under Section 5
<br />and at any time thereafter, Secured Party may exercise anyone or more of the following rights and remedies: (i)
<br />declare all unmatured Obligations to be immediately due and payable, and the same shall thereupon be immediately
<br />due and payable, without presentment or other notice or demand; (ii) exercise and enforce any or all rights and
<br />remedies available upon default to a secured party under the Uniform Commercial Code, including but not limited to
<br />the right to take possession of any Collateral, proceeding without judicial process or by judicial process (without a
<br />prior hearing or notice thereof, which Debtor hereby expressly waives), and the right to sell, lease or otherwise
<br />dispose of any or all of the Collateral, Secured party may specifically disclaim any warranties of title or the like, and
<br />in connection therewith, Secured Party may require Debtor to make the Collateral available to Secured Party at a
<br />place to be designated by Secured Party which is reasonably convenient to both parties, and if notice to Debtor of
<br />any intended disposition of Collateral or any other intended action is required by law in a particular instance, such
<br />notice shall be deemed commercially reasonable if given (in the manner specified in Section 10) at least 10 calendar
<br />days prior to the date of intended disposition or other action; (iii) exercise or enforce any or all other rights or
<br />remedies available to Secured Party by law or agreement against the Collateral, against Debtor or against any other
<br />person or property. Upon the occurrence of the Event of Default described in Section 5(iv)(B), all Obligations shall
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