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<br />(ix) Keep returned goers segregated from Debtors other property. and hold such goods as trustee for Secured Party until it has paid Secured Party the
<br />8: amount loaned against the related Account, and deliver such goods on demand to Secured Party, which shall have a Security Interest in such goads;
<br />(x► Pay Secured Party the unpaid portion of any specifically assigned Account r) if Account Debtor does not accept the goods or services; (it) if any
<br />petition under the Bankruptcy Cade or similar federal or state is (Had by or against Account Debtor; or (iii) if Secured Party shall at any time reject the
<br />Account as unsatisfactory; and until such payment is made by Debtor, Secured Party may retain any such Account as security and may than any deposit
<br />account of Debtor with any such amount: if requested by Secured Party (1) furnish to Secured Party satisfactory evidence of shipMani arKd recer� of any
<br />Ada specified by Secured Party and the performance of any services or obligations covered by Accounts or contract rights in which Secured Party has a
<br />Security Interest, (2) pay Secured Party #--paid porkon M any specifically assigned Account if such Account is not paid promptly after its maturity;
<br />xi) tX P eepat Collateral in good repair, working order and condition, normal depreciation expected, rind will, from time to time, reptlaceany worn,
<br />broken (xiii
<br />Promii ak taxes and thergovernmental charges levera assessed upon or against any Collateral or upon oragainstthe creation, perfection
<br />or continuarrce
<br />Security interest
<br />(xiit► Keep all Collateral free and clear M all security 'Marests, liens and encumbrances except the Security Interest
<br />=copyall reasonable times, permit Secured Party or is rept vesto examine or inspect any Collateral, wherever IL also. and to examine, inspect
<br />copy ms's books and records pertaining to that Collateral and is business and financial condition;
<br />Ixv) Keep accurate and complete records ir-.jtotheColl ateralandptertatniirgtoDebtor' sbusinessandfinancialcondtionandsubmttoSecured
<br />Party such pertbec repots concerning the Collateral and 's business and financial condton as Secured Party may from time to time reasonably
<br />request
<br />(xvi) Promptly miry Secured Parry of any loss of. or material damage to, any Collateral or of any adverse change, known to Deblor, in the prospect of
<br />payment Many sums due on or under any in . chattel paper, account or contract right constituting Collateral;
<br />(xvk) b Secured Party at any time so requests Jwhether Me request is made before or after the occurrence M an Event cf Default), promptly deliver to
<br />unli d Parry any instrument document or chattel paper. constituting Collateral, duly endorsed or assigned by Debtor;
<br />(xvik) At all times keep aft tangible Collateral insured against fire (including so- called extended coverage), theft, collision (in case of Collateral consisting M
<br />moor vachicles) a nd such other risks and in such amounts as Secured Party may reasonably request with any loss payable to Secured Party to the exdentol
<br />to interest
<br />(xix From time to time execute such financing statements as Secured Party may reasonably request in order to perfect the Security Interest and, if any
<br />ColLif ral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title;
<br />xx) Pay when due or reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other out -of- pocket expenses
<br />((including in each case all reasonable attorney's fees) incurred by Secured Party in connection wththe perfection, satisfaction or enforcement of the Security
<br />Interest or the creation, continuance or enforcement M this Agreement or any or all of the Obligations;
<br />(xxi) Execute, deliver or endorse any and all instruments. documents, assignments, security agreements and other agreements and writings which
<br />Secured Party may at any time reasonably request in order to secure, protect perfect or enforce the Security Interest and Secured Parry's rights under this
<br />Agreement;
<br />(xxii) Not use or keep any collateral. or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or
<br />ordinance, and
<br />xxrii) Not permit any tangible Collateral to become part of or to be affixed to any real property without first assuring to the reasonable satisfaction of
<br />Secured Party thatthe Security Interest will be prior and senior to any interest or lien then held or thereafter acquired by any mortgagee of such real property or
<br />the owner or purchaser of any interest therein.
<br />if Debtor at anytime fails to perform or observe any agreement contained herein, and if such failure shall continue for a period of ten calendar days after
<br />Secured Partygives Debtor written notice thereof (or, in the case ci the agreements contained in clauses xviii, xix, and xx of this Section 4(Q, immediately on
<br />up
<br />the occurrence of such failure, without notice or lapse of time). Secured Party may (but need not) perform or observe such agreement on behalf and in the
<br />name, place and stead of Debtor (or, at Secured Party's option. in Secured Party's own name) and may (but need not) take any and all other actions which
<br />Secured Parry may, reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security
<br />interests, liens, or incumbrances, the performance of obligations under contracts or agreements with Account Debtor or other obligors, the procurement and
<br />maintenance M insurance. the execution of financing statements, the endorsement of instruments, and the procurement of repairs, transportation or
<br />insurance); and, except to the extent that the effect of such pa mentwouldbetorenderanyloanorforebearanceofmoneyusuriousor otherwiseillega (under
<br />any applicable taw, Debtor shall thereupon pa Secured marry on demand the amount of ail monies expended and all costs and expenses (including
<br />reasonable attorney's fees► incurred by Secured Party in connection with or as a result of Secured Party's performing or observing such agreements or taking
<br />such actions. including all costs and expenses incurred in any Bankruptcy proceeding, together with interest thereon from the date expended or incurred by
<br />Secured Party atthe highest ratethen app6cabieto any of the Obligations. To facdtate the performance or observance by Secured Parry of such agreements
<br />M Debtor,
<br />h the rig Debtor hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or itsdelegate as the attorneyy-in -fact of Debtor
<br />witht (but notthe ditty) from time to time to create, prepare, complete, execute, deliver, endorse, or file, in the name and on behalf of Debtor, any and all
<br />instruments, documents, financing statements. applicat orris for insurance and other agreements and writings required to be obtained, executed, delivered or
<br />endorsed by Debtor under His section 4 to perfect or protect the Security Interest granted herein.
<br />5. Lock BOX, Cash Collateral Account. If Secured Party so requests at any time (whether before or after the occurrence of an
<br />Event of Default), Debtor will direct each of its Account Debtors 10 make payment due underthe relevant Account directly to a special lock box to be under
<br />the control M Secured Party. Debtor hereby authorizes and directs Secured Party to deposit into a special cash collateral account herein referred to as
<br />"Cash Collateral Account" to be established and maintained with Secured Party all checks, drafts and cash payments received in said lock box. All deposits
<br />in said Cash Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. At its option, Secured Party may.
<br />(but need not), at any time apply finally collected funds on deposit in said Cash Collateral Account to the payment of the Obligations in such order of
<br />application as Secured Party may determine [which application and payment is hereby approved and authorized by Debtor as payment of any such
<br />Obligation as B made by Debtor in the regular course of conduct and business of Debtor] or permit Debtor to withdraw all of any part of the balance on deposit
<br />in said Cash Collateral Account It a Cash Collateral Account is so established. Debtor agrees that it will promptly deliver to Secured Party, for deposit into
<br />said account all payments on Accounts received by it. All such payments shall be delivered to Secured Party in the form received (except for Debtor's
<br />endorsement where necessaryl.
<br />6. Collection Rights of Secured Party. Notwithstanding Secured Parry's rights under Section 5 with respect to any and all
<br />debt instruments, chattel papers, Accounts, and other rights to payment constituting Collateral (including proceeds), Secured Party may, at any time (both
<br />before and after the occurrence of an Event M Default) notify any Account Debtor, or any other person obligated to pay any amount due, that such chattel
<br />paper, Account, or other rkgM to payment has been assigned or transferred to Secured Party for security and shall be paid directly to Secured Parry. If
<br />Secured Parry SO requests at any time, Debtor wits so nutty such Account Debtors and other obligors in writing and will indicate on all invaces to such
<br />Account Debtors or otter obligors that the amount due is payable directly to Secured Party. At anY time after Secured Party or Debtor gives such notice to an
<br />Account Debtor or other Mtgor, Secured Party may ( but need not), in its own name or in Debtor s name, demand, sue for, collets or receive any money or
<br />property tan time payable or receivable on account of, or securing, any such chapel paper, Account, or other right to payment, or gran'any extension to
<br />make any cornpromiss or settlement with or otherwise agree to waive, mod fy, amend or change the Obligations (including collateral obl gations} of any
<br />such Account Debtor or other obligor.
<br />%. Assignment of Insurance. Debtor hereby assigns to Secured Party, as additional security for the payment of the Obligations,
<br />any and all moneys (including but not limited to proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights
<br />M D ®btor under or with respect to any and all policies M insurance covering the Collateral, and Debtor hereby directs the issuer of any such policy to pay any
<br />such moneys directly to Secured Party. Both before and after the occurrence of an Event of Default, Secured Party may (but need not). in its own name or in
<br />Debtor's name, execute and deliver prootsof claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys.
<br />and adjust litigate, compromise or release any claim against the issuer of any such policy.
<br />a. Events of Default. Each of the following occurrences shall constitute an event of default under this Agreement (herein called' Event
<br />M Di fault"); (1) Debtor or otter obligor shall fail to pay the principal or interest of any Obligation secured hereby, or any installment thereof or any other sum
<br />due thereafter when due or (if payable on demand) on demand, or shall fail to observe or perform any covenant or agreement herein or in any other
<br />dDcumenlgiven in connection with anyof theObligations: (it) any representation or warranty by Debtor set forth in this Agreement or made to Secured Party
<br />in any financial statements or reports submitted to Secured Party by or on behalf of Debtor shall prove materially false or misleading; (iii) Debtor or any
<br />guarantor M any Obligation shall (A) fail to conduct its business substantially as now conducted: or IB) it Debtor is a corporation. the sale, transfer, or
<br />conveyance of a manly M the stock or any M the assets of Debtor: or (C) be or become insolvent (however defined} or generally fail to pay its debts as they
<br />become due: or (D) fik or have filed against t, voluntarily or involuntarily, a petition in bankruptcy or for reorganization under the United States Bankruptcy
<br />Code: or (El inflialle of have initiated against it, vountarily or involuntarily, any act, process or proceeding under any insolvency law or other statute or law
<br />ito to He modification or adjustment MHe r ght of creditors: or (F) it Debtor is a corporation. such corporation should be dissolved or liquidated or, d a
<br />pmrtr�rs suffer the death Ma pamner or, it an individual, die: liv) Secured Party shall in good faith believe that the prospect of due and punctual payment of
<br />Lany or all of the Obligations is impaired.
<br />9. Remedies upon Event of Default. Upon the occurrence of an Event of Default and at any Time thereafer, Secured Parry may. at
<br />Rs op ion, exercise any one or more of the following rights and remedies (il declare all unmatured Obligations secured hereby to be immediately due and
<br />payyable, and the same shah Hereupon be immediately due and payable,wthoul presentment or other notice or demand. (ll) exercise and enforce any or all
<br />r is and remedies available upon default to a secured party under He Uniform Commercial Code. including but no' limited to. the right to take possession
<br />o$$$fany Crttlatorat.. proceeding without or by judicial process or by judicial process (without a prior hearing or notice thereof, which Debtor hereby expressly
<br />waives{, and tie riot to seq. lease or otherwise dispose of any or all of He Collateral, and in connector) therewith. Secured Party may require Debtor to
<br />asifembie the Collateral ant make t availableto Secured Party at a place to be designated by Secured Party which is reasonably covenienl to both pad:es .
<br />and if prime, toOettrx of any intended disposNion of Collateral or any other intended action is required by law m a particular instance, such noti c sn:iii he
<br />deemed rommercially reasonable 11 given (in the manner spmc died m Section 1 1 I at least 1(1 caiendaf days ri nor to the date of intended disposd,on or oink"
<br />3Ctrcxr. fi�l axerc��e ell erthyrre any or alt their right nr rnmedia; avadahir: to Sacred Pony by law nr agreanaxn anarnst inn Outpivrai egnn+a (hkhh�r nr
<br />aqa+ M aAxry .&W. rK,,,on sr m'); N
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