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insolvency proceeding is commenced. <br />4.14.Financing Statements.Debtor authorizes Secured Party to file one or more <br />financing orcontinuation statements, and amendments thereto, relative to all or <br />any part of the Collateral without Debtor’s signature where permitted by law, in <br />each case in such form and substance as Secured Party may determine. Debtor <br />shall pay all filing, registration and recording fees and any taxes,duties, imports, <br />assessments and charges arising out of or in connection with the execution and <br />delivery of this Agreement, any agreement supplemental hereto, any financing <br />statements, and any instruments of further assurance. <br />5.EVENTS OF DEFAULT. Eachof the following is an “Event of Default”under this <br />Agreement: (a) Debtor fails to pay any of the Obligations when due and any applicable <br />grace period lapses without cure by Debtor; (b) Debtor fails to timely perform any other <br />Obligation and any applicable grace period lapses without cure by Debtor; (c) any <br />representation made by Debtor in this Agreement or in any financial statement or report <br />submitted to Secured Party proves to have been materially false or misleading when <br />made; (d) Debtor ceases to conduct its business; (e) Debtor is or becomes insolvent, <br />however defined; (f) Debtor voluntarily files, or has filed against it involuntarily, a <br />petition under the United States Bankruptcy Code; or (g) if Debtor is dissolved or <br />liquidated. <br />6.REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of <br />Default and at any time thereafter, Secured Party may exercise one or more of the <br />following rights and remedies: (a) declare any or all unmatured Obligations to be <br />immediately due and payable without presentment or any other notice or demand and <br />immediately enforce payment of any or all of the Obligations; (b) require Debtor to make <br />the Collateral available to Secured Party at a place to be designated by Secured Party; (c) <br />exercise and enforce any rightsor remedies available upon default to a secured party <br />under the Uniform Commercial Code as amended from time to time (“UCC”), and, if <br />notice to Debtor of the intended disposition of Collateral or any other intended action is <br />required by law, such notice shall be commercially reasonable if given at least ten (10) <br />calendar days prior to the intended disposition or other action; and (d) exercise and <br />enforce any other rights or remedies available to Secured Party by law or agreement <br />against the Collateral, Debtor, or any other person or property. Secured Party’s duty of <br />care with respect to Collateral in its possession will be fulfilled if Secured Party exercises <br />reasonable care in physically safekeeping the Collateral or, in the case of Collateral in the <br />possession of a bailee or other third person, exercises reasonable care in the selection of <br />the bailee or other third person. Mere delay or failure to act will not preclude the exercise <br />or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of <br />Secured Party are cumulative and may be exercised singularly or concurrently, at Secured <br />Party’s option. <br />7.MISCELLANEOUS. The following miscellaneous provisions are a part of this <br />4 <br />488002v1 EL185-45 <br /> <br />