TO SECURED PARTY THAT:
(A)
OBLIGOR IS A CORPORATION DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF DELAWARE.
(B)
THE EXACT LEGAL NAME OF OBLIGOR IS AS SET
FORTH ON THE SIGNATURE PAGE OF THIS AGREEMENT.
OBLIGOR HAS NOT, DURING THE PAST
FIVE YEARS, BEEN KNOWN BY OR USED ANY OTHER COMPOSITE OR FICTITIOUS NAME OR BEEN
A PARTY TO ANY MERGER OR CONSOLIDATION, OR ACQUIRED ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF ANY PERSON, OR ACQUIRED ANY OF ITS PROPERTIES OR ASSETS OUT OF THE
ORDINARY COURSE OF BUSINESS
(C)
THE CHIEF EXECUTIVE OFFICE AND MAILING
ADDRESS OF OBLIGOR ARE LOCATED ONLY AT THE ADDRESS IDENTIFIED AS SUCH ON
SCHEDULE 4(C) AND ITS ONLY OTHER PLACES OF BUSINESS AND THE ONLY OTHER LOCATIONS
OF COLLATERAL, IF ANY, ARE AT THE ADDRESSES SET FORTH ON SCHEDULE 4(C).
5.
EXPENSES OF OBLIGOR'S DUTIES; SECURED PARTY'S RIGHT TO PERFORM
ON OBLIGOR'S BEHALF.
(A)
OBLIGOR'S AGREEMENTS HEREUNDER SHALL BE
PERFORMED BY IT AT ITS SOLE COST AND EXPENSE.
(B)
IF OBLIGOR SHALL FAIL TO DO ANY ACT WHICH IT
HAS AGREED TO DO HEREUNDER, AND, UNLESS SUCH FAILURE HAS AN ADVERSE EFFECT ON
THE PERFECTION OR PRIORITY OF THE SECURITY INTEREST GRANTED HEREBY, HAS NOT
CURED SUCH FAILURE WITHIN THIRTY (30) DAYS NOTICE OF THE SAME,
SECURED PARTY
MAY (BUT SHALL NOT BE OBLIGATED TO) DO THE SAME OR CAUSE IT TO BE DONE, EITHER
IN ITS NAME OR IN THE NAME AND ON BEHALF OF OBLIGOR, AND OBLIGOR HEREBY
IRREVOCABLY AUTHORIZES SECURED PARTY SO TO ACT.
6.
NO WAIVERS OF RIGHTS HEREUNDER; RIGHTS CUMULATIVE.
(A)
NO DELAY BY SECURED PARTY IN EXERCISING ANY
RIGHT HEREUNDER, OR IN ENFORCING ANY OF THE OBLIGATIONS, SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT PRECLUDE
OTHER OR FURTHER EXERCISES THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
NO
WAIVER OF ANY OF THE OBLIGATIONS SHALL BE ENFORCEABLE AGAINST SECURED PARTY
UNLESS IN WRITING AND SIGNED
3
BY AN OFFICER OF SECURED PARTY, AND UNLESS IT EXPRESSLY REFERS TO THE PROVISION
AFFECTED; ANY SUCH WAIVER SHALL BE LIMITED SOLELY TO THE SPECIFIC EVENT WAIVED.
(B)
ALL RIGHTS GRANTED SECURED PARTY HEREUNDER
SHALL BE CUMULATIVE AND SHALL BE SUPPLEMENTARY OF AND IN ADDITION TO THOSE
GRANTED OR AVAILABLE TO SECURED PARTY UNDER ANY OTHER AGREEMENT WITH RESPECT TO
THE OBLIGATIONS OR UNDER APPLICABLE LAW AND NOTHING HEREIN SHALL BE CONSTRUED AS
LIMITING ANY SUCH OTHER RIGHT.
7.
TERMINATION.
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND
EFFECT UNTIL ALL OBLIGATIONS SHALL HAVE BEEN PAID AND SATISFIED IN FULL.
8.
GOVERNING LAW; JURISDICTION; CERTAIN WAIVERS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO
CONTRACTS TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
ANY JUDICIAL PROCEEDING
BROUGHT AGAINST OBLIGOR WITH RESPECT TO ANY OF THE OBLIGATIONS OR
THIS
AGREEMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN SUCH STATE,
AND, BY
EXECUTION AND DELIVERY