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4 <br />EL185\79\955723.v2 <br />4.14. Financing Statements. The Grantor authorizes Secured Party to file one or more <br />financing or continuation statements, and amendments thereto, relative to all or <br />any part of the Collateral without the Grantor’ signature where permitted by law, <br />in each case in such form and substance as Secured Party may determine. The <br />Grantor shall pay all filing, registration and recording fees and any taxes, duties, <br />imports, assessments and charges arising out of or in connection with the <br />execution and delivery of this Agreement, any agreement supplemental hereto, <br />any financing statements, and any instruments of further assurance. <br /> <br />5. EVENTS OF DEFAULT. Each of the following is an “Event of Default” under this <br />Agreement: (a) the Grantor or the Borrower fails to pay any of the Obligations when due <br />and any applicable grace period lapses without cure by the Grantor; (b) the Grantor or the <br />Borrower fails to timely perform any other Obligation and any applicable grace period <br />lapses without cure by the Grantor or the Borrower; (c) any representation made by the <br />Grantor or the Borrower in this Agreement or in any financial statement or report <br />submitted by the Grantor to Secured Party proves to have been materially false or <br />misleading when made; (d) the Grantor or the Borrower ceases to conduct its business; <br />(e) the insolvency, dissolution, liquidation, merger, or consolidation of the Grantor or <br />the Borrower, however defined; (f) the Grantor or the Borrower voluntarily files, or has <br />filed against it involuntarily, a petition under the United States Bankruptcy Code; (g) any <br />appointment of a receiver, trustee, or similar officer of any property of the Grantor or <br />any assignment for the benefit of creditors of the Grantor or the Borrower; (h) any <br />default under the terms of this Agreement or any other note, obligation, agreement, <br />mortgage, or other writing heretofore, herewith or hereafter given to or acquired by the <br />Secured Party to which the Grantor or the Borrower is a party; (i) the sale, lease or <br />other disposition (whether in one transaction or in a series of transactions) to one or <br />more persons other than in the ordinary course of business of all or a substantial part <br />of the assets of the Grantor; (j) the entry of any judgment against the Grantor or the <br />Borrower which is not discharged in a manner acceptable to the Secured Party within <br />thirty (30) days after such entry; or (k) the issuance of levy of any writ, warrant, <br />attachment, garnishment, execution, or other process against any property of the <br />Grantor or the Borrower; or (l) the attachment of any tax lien to any property of the <br />Grantor or the Borrower; or (m) any statement, representation, or warranty made by <br />Grantor or the Borrower(or any representative of the Grantor or the Borrower) to the <br />Secured Party at any time shall be incorrect or misleading in any material respect when <br />made; or (n) there is a material adverse change in the condition (financial or otherwise), <br />business, or property of the Grantor or the Borrower. <br /> <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 Obligations to be immediately due <br />and payable without presentment or any other notice or demand and immediately enforce <br />payment of any or all of the Obligations; (b) require the Grantor to make the Collateral <br />available to Secured Party at a place to be designated by Secured Party; (c) exercise and <br />enforce any rights or remedies available upon default to a secured party under the <br />Uniform Commercial Code as amended from time to time (“UCC”), and, if notice to the <br />Page 87 of 124