REMEDY OR OPTION, AND NO WAIVER WHATEVER SHALL BE VALID UNLESS IN
WRITING, SIGNED BY THE AGENT AND THEN ONLY TO THE EXTENT THEREIN SET FORTH, AND
NO WAIVER BY THE AGENT OF ANY DEFAULT SHALL OPERATE AS A WAIVER OF ANY OTHER
DEFAULT OR OF THE SAME DEFAULT ON A FUTURE OCCASION.
THE CREDITOR PARTIES'
BOOKS AND RECORDS CONTAINING ENTRIES WITH RESPECT TO THE OBLIGATIONS SHALL BE
ADMISSIBLE IN EVIDENCE IN ANY ACTION OR
5
PROCEEDING, SHALL BE BINDING UPON EACH ASSIGNOR FOR THE PURPOSE OF ESTABLISHING
THE ITEMS THEREIN SET FORTH AND SHALL CONSTITUTE PRIMA FACIE PROOF THEREOF.
THE
AGENT SHALL HAVE THE RIGHT TO ENFORCE ANY ONE OR MORE OF THE REMEDIES AVAILABLE
TO THE AGENT, SUCCESSIVELY, ALTERNATELY OR CONCURRENTLY.
EACH ASSIGNOR AGREES
TO JOIN WITH THE AGENT IN EXECUTING SUCH DOCUMENTS OR OTHER INSTRUMENTS TO THE
EXTENT REQUIRED BY THE UCC IN FORM SATISFACTORY TO THE AGENT AND IN EXECUTING
SUCH OTHER DOCUMENTS OR INSTRUMENTS AS MAY BE REQUIRED OR DEEMED NECESSARY BY
THE AGENT FOR PURPOSES OF AFFECTING OR CONTINUING THE AGENT'S SECURITY INTEREST
IN THE COLLATERAL.
THE ASSIGNORS SHALL JOINTLY AND SEVERALLY PAY ALL OF THE AGENT'S AND EACH OTHER
CREDITOR PARTY'S OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING REASONABLE FEES AND
DISBURSEMENTS OF IN-HOUSE OR OUTSIDE COUNSEL AND APPRAISERS, IN CONNECTION WITH
THE PROSECUTION OR DEFENSE OF ANY ACTION, CONTEST, DISPUTE, SUIT OR PROCEEDING
CONCERNING ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH
ANY DOCUMENT.
THE ASSIGNORS SHALL ALSO JOINTLY AND SEVERALLY PAY ALL OF THE
AGENT'S AND EACH OTHER CREDITOR PARTY'S REASONABLE FEES, CHARGES, OUT-OF-POCKET
COSTS AND EXPENSES, INCLUDING FEES AND DISBURSEMENTS OF COUNSEL AND APPRAISERS,
IN CONNECTION WITH (A) THE PREPARATION, EXECUTION AND DELIVERY OF ANY WAIVER,
ANY AMENDMENT THERETO OR CONSENT PROPOSED OR EXECUTED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE DOCUMENTS, (B) THE AGENT'S OBTAINING
PERFORMANCE OF THE OBLIGATIONS UNDER THE DOCUMENTS, INCLUDING, BUT NOT LIMITED
TO THE ENFORCEMENT OR DEFENSE OF THE AGENT'S SECURITY INTERESTS, ASSIGNMENTS OF
RIGHTS AND LIENS HEREUNDER AS VALID PERFECTED SECURITY INTERESTS, (C) ANY
ATTEMPT TO INSPECT, VERIFY, PROTECT, COLLECT, SELL, LIQUIDATE OR OTHERWISE
DISPOSE OF ANY COLLATERAL, (D) ANY APPRAISALS OR RE APPRAISALS OF ANY PROPERTY
(REAL OR PERSONAL) PLEDGED TO THE AGENT BY ANY ASSIGNOR AS COLLATERAL FOR, OR
ANY OTHER PERSON AS SECURITY FOR, THE OBLIGATIONS HEREUNDER AND (E) ANY
CONSULTATIONS IN CONNECTION WITH ANY OF THE FOREGOING.
THE ASSIGNORS SHALL ALSO
JOINTLY AND SEVERALLY PAY THE AGENT'S AND EACH OTHER CREDITOR PARTY'S CUSTOMARY
BANK CHARGES FOR ALL BANK SERVICES (INCLUDING WIRE TRANSFERS) PERFORMED OR
CAUSED TO BE PERFORMED BY THE AGENT OR ANY OTHER CREDITOR PARTY FOR ANY ASSIGNOR
AT ANY ASSIGNOR'S REQUEST OR IN CONNECTION WITH ANY ASSIGNOR'S LOAN ACCOUNT (IF
ANY) WITH THE AGENT OR ANY OTHER CREDITOR PARTY.
ALL SUCH COSTS AND EXPENSES
TOGETHER WITH ALL FILING, RECORDING AND SEARCH FEES, TAXES AND INTEREST PAYABLE
BY THE ASSIGNORS TO THE AGENT SHALL BE PAYABLE ON DEMAND AND SHALL BE SECURED BY
THE