SECURED
PARTIES TO OBTAIN, ADJUST, SETTLE AND CANCEL IN ITS SOLE DISCRETION ANY
INSURANCE CLAIMS OR MATTERS MADE OR ARISING IN CONNECTION WITH THE COLLATERAL;
OR (E) ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE ANY LEGAL OR
EQUITABLE DEFENSE AVAILABLE TO THE BORROWER, OR A DISCHARGE OF ALL OR ANY PART
OF THE SECURITY INTEREST GRANTED HEREBY.
UNTIL THE OBLIGATIONS SHALL HAVE BEEN
PAID AND PERFORMED IN FULL, THE RIGHTS OF THE SECURED PARTIES SHALL CONTINUE
EVEN IF THE OBLIGATIONS ARE BARRED FOR ANY REASON, INCLUDING, WITHOUT
LIMITATION, THE RUNNING OF THE STATUTE OF LIMITATIONS OR BANKRUPTCY.
THE
BORROWER EXPRESSLY WAIVES PRESENTMENT, PROTEST, NOTICE OF PROTEST, DEMAND,
NOTICE OF NONPAYMENT AND DEMAND FOR PERFORMANCE. IN THE EVENT THAT AT ANY TIME
ANY TRANSFER OF ANY COLLATERAL OR ANY PAYMENT RECEIVED BY THE SECURED PARTIES
HEREUNDER SHALL BE DEEMED BY FINAL ORDER OF A COURT OF COMPETENT JURISDICTION TO
HAVE BEEN A VOIDABLE PREFERENCE OR FRAUDULENT CONVEYANCE UNDER THE BANKRUPTCY OR
INSOLVENCY LAWS OF THE UNITED STATES, OR SHALL BE DEEMED TO BE OTHERWISE DUE TO
ANY PARTY OTHER THAN THE SECURED PARTIES, THEN, IN ANY SUCH EVENT, THE
7
Borrower's obligations hereunder shall survive cancellation of this Agreement,
and shall not be discharged or satisfied by any prior payment thereof and/or
cancellation of this Agreement, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof.
The Borrower
waives all right to require the Secured Parties to proceed against any other
person or to apply any Collateral which the Secured Parties may hold at any
time, or to marshal assets, or to pursue any other remedy.
The Borrower waives
any defense arising by reason of the application of the statute of limitations
to any obligation secured hereby.
10.
TERM OF AGREEMENT.
THIS AGREEMENT AND THE
SECURITY INTEREST SHALL TERMINATE ON THE DATE ON WHICH ALL PAYMENTS UNDER THE
DEBENTURES HAVE BEEN MADE IN FULL OR OTHERWISE CONVERTED PURSUANT TO THE TERMS
THEREOF AND ALL OTHER OBLIGATIONS HAVE BEEN PAID OR DISCHARGED IN FULL.
UPON
SUCH TERMINATION, THE SECURED PARTIES, AT THE REQUEST AND AT THE EXPENSE OF THE
BORROWER, WILL JOIN IN EXECUTING ANY TERMINATION STATEMENT AND OTHER FILINGS
WITH RESPECT TO ANY FINANCING STATEMENT EXECUTED AND FILED PURSUANT TO THIS
AGREEMENT OR REQUIRED FOR EVIDENCING TERMINATION OF THE SECURITY INTEREST OR
THIS AGREEMENT.
11.
POWER OF ATTORNEY; FURTHER ASSURANCES.
(A)
THE BORROWER AUTHORIZES THE SECURED PARTIES, AND DOES HEREBY MAKE,
CONSTITUTE AND APPOINT IT, AND ITS RESPECTIVE OFFICERS, AGENTS, SUCCESSORS OR
ASSIGNS WITH FULL POWER OF SUBSTITUTION, AS THE BORROWER'S TRUE AND LAWFUL
ATTORNEY-IN-FACT, WITH POWER, IN ITS OWN NAME OR IN THE NAME OF THE BORROWER,
TO, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (I)
ENDORSE ANY NOTES, CHECKS, DRAFTS, MONEY ORDERS, OR OTHER INSTRUMENTS OF PAYMENT
(INCLUDING PAYMENTS PAYABLE UNDER OR IN RESPECT OF ANY POLICY OF INSURANCE) IN
RESPECT OF THE COLLATERAL THAT MAY COME INTO POSSESSION OF THE SECURED PARTIES;
(II) TO SIGN