FROM ALL
LOSS, COSTS, DAMAGE, LIABILITY AND/OR EXPENSE, INCLUDING REASONABLE ATTORNEYS'
FEES, THAT THE AGENT AND EACH OTHER CREDITOR PARTY MAY SUSTAIN OR INCUR TO
ENFORCE PAYMENT, PERFORMANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS AND/OR IN
THE ENFORCEMENT OF THIS MASTER SECURITY AGREEMENT OR IN THE PROSECUTION OR
DEFENSE OF ANY ACTION OR PROCEEDING EITHER AGAINST THE AGENT, ANY OTHER CREDITOR
PARTY OR ANY ASSIGNOR CONCERNING ANY MATTER GROWING OUT OF OR IN CONNECTION WITH
THIS MASTER SECURITY AGREEMENT, AND/OR ANY OF THE OBLIGATIONS AND/OR ANY OF THE
COLLATERAL EXCEPT TO THE EXTENT CAUSED BY THE AGENT'S OR ANY CREDITOR PARTY'S
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF
COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION);
ALL COMMERCIAL TORT CLAIMS (AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN
EFFECT IN THE STATE OF NEW YORK)
HELD BY ANY ASSIGNOR ARE SET FORTH ON SCHEDULE
B TO THIS MASTER SECURITY AGREEMENT; EACH ASSIGNOR HEREBY AGREES THAT IT SHALL
PROMPTLY, AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER THE SAME IS
ACQUIRED BY IT, NOTIFY THE AGENT OF ANY COMMERCIAL TORT CLAIM ACQUIRED BY IT AND
UNLESS OTHERWISE CONSENTED TO IN WRITING BY THE AGENT, IT SHALL ENTER INTO A
SUPPLEMENT TO THIS MASTER SECURITY AGREEMENT GRANTING TO THE AGENT A SECURITY
INTEREST FOR THE RATABLE BENEFIT OF THE CREDITOR PARTIES IN SUCH COMMERCIAL TORT
CLAIM, SECURING THE OBLIGATIONS.
3
The occurrence of any of the following events or conditions shall constitute an
"Event of Default" under this Master Security Agreement:
any covenant or any other term or condition of this Master Security Agreement is
breached in any material respect and such breach, to the extent subject to cure,
shall continue without remedy for a period of fifteen (15) days after the
occurrence thereof;
any representation or warranty, or statement made or furnished to the Agent or
any other Creditor Party under this Master Security Agreement by any Assignor or
on any Assignor's behalf should prove to any time be false or misleading in any
material respect on the date as of which made or deemed made;
the loss, theft, substantial damage, destruction, sale or encumbrance to or of
any of the Collateral or the making of any levy, seizure or attachment thereof
or thereon except to the extent:
SUCH LOSS IS COVERED BY INSURANCE PROCEEDS WHICH ARE USED TO REPLACE THE ITEM OR
REPAY THE AGENT; OR
SAID LEVY, SEIZURE OR ATTACHMENT DOES NOT SECURE INDEBTEDNESS IN EXCESS OF
$100,000 IN THE AGGREGATE FOR ALL ASSIGNORS AND SUCH LEVY, SEIZURE OR ATTACHMENT
HAS BEEN REMOVED OR OTHERWISE RELEASED WITHIN TEN (10) DAYS OF THE CREATION OR
THE ASSERTION THEREOF;
an Event of Default shall have occurred under and as defined in any Document.
Upon the occurrence of any Event of Default and at any time thereafter, the
Agent may declare all Obligations immediately due and payable and the Agent
shall have the remedies of a secured party provided in the UCC