|
the Secured Party from subsequently applying any funds to the Obligations. All items credited to
<br /> such collateral account and subsequently returned and all other costs, fees and charges of the Secured
<br /> Party in connection with such collateral account may be charged by the Secured Party to any account
<br /> of the Debtor, and the Debtor shall pay the Secured Party all such amounts on demand.
<br /> 4. LIMITED POWER OF ATTORNEY. If the Debtor at any time fails to perform or
<br /> observe any agreement herein, the Secured Party, in the name and on behalf of the Debtor or, at its
<br /> option, in its own name, may perform or observe such agreement and take any action which the
<br /> Secured Party may deem necessary or desirable to cure or correct such failure. The Debtor
<br /> irrevocably authorizes Secured Party and grants the Secured Party a limited power of attorney in the
<br /> name and on behalf of the Debtor or, at its option, in its own name, to collect, receive, receipt for,
<br /> create, prepare, complete, execute, endorse, deliver and file any and all financing statements,
<br /> insurance applications, remittances, instruments, documents, chattel paper and other writings, to grant
<br /> any extension to, compromise, settle,waive, notify, amend, adjust, change and release any obligation
<br /> of any account debtor, obligor, insurer or other person pertaining to any Collateral, and to take any
<br /> other action deemed by the Secured Party to be necessary or desirable to establish, perfect, protect
<br /> or enforce the Security Interest. All of the Secured Party's advances, fees, charges, costs and
<br /> expenses,including but not limited to audit fees and expenses and reasonable attorneys' fees and legal
<br /> expenses, in connection with the Obligations and in the protection and exercise of any rights or
<br /> remedies hereunder, together with interest thereon at the highest rate then applicable to any of the
<br /> Obligations, shall be secured hereunder and shall be paid by the Debtor to the Secured Party on
<br /> 1111 demand.
<br /> 5. EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute
<br /> an "Event of Default": (a) any breach or default in the payment or performance of any of the
<br /> Obligations; or (b) any breach or default under the terms of this Agreement or any other note,
<br /> obligation, mortgage, guaranty, other agreement, or other writing heretofore, herewith or hereafter
<br /> existing to which the Debtor or any maker, endorser, guarantor or surety of any of the Obligations
<br /> or any other person providing security for any of the Obligations or for any guaranty of any of the
<br /> Obligations is a party; or(c)the insolvency, death, dissolution, liquidation, merger or consolidation
<br /> of the Debtor or any such maker, endorser, guarantor, surety or other person; or(d) any appointment
<br /> of a receiver, trustee or similar officer of any property of the Debtor or any such maker, endorser,
<br /> guarantor, surety or other person; or(e) any assignment for the benefit of creditors of the Debtor or
<br /> any such maker, endorser, guarantor, surety or other person; or (f) any commencement of any
<br /> proceeding under any bankruptcy, insolvency, receivership, dissolution, liquidation or similar law by
<br /> or against the Debtor or any such maker, endorser, guarantor, surety or other person; or(g) the sale,
<br /> lease or other disposition(whether in one transaction or in a series of transactions)to one or more
<br /> persons of all or a substantial part of the assets of the Debtor or any such maker, endorser, guarantor,
<br /> surety or other person; or(h) the Debtor or any such maker, endorser, guarantor, surety or other
<br /> person takes any action to revoke or terminate any agreement, liability or security in favor of the
<br /> Secured Party; or (i) the entry of any judgment or other order for the payment of money in the
<br /> amount of$25,000.00 or more against the Debtor or any such maker, endorser, guarantor, surety or
<br /> any other person; or(j)the issuance or levy of any writ, warrant, attachment, garnishment, execution
<br /> •
<br /> KeesK 995382.1 4.
<br />
|