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 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 AND ENDORSE ANY UCC FINANCING STATEMENT OR ANY INVOICE, FREIGHT OR
EXPRESS BILL, BILL OF LADING, STORAGE OR WAREHOUSE RECEIPTS, DRAFTS AGAINST
BORROWER, ASSIGNMENTS, VERIFICATIONS AND NOTICES IN CONNECTION WITH ACCOUNTS,
AND OTHER DOCUMENTS RELATING TO THE COLLATERAL; (III) TO PAY OR DISCHARGE TAXES,
LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AT ANY TIME LEVIED OR PLACED ON
OR THREATENED AGAINST THE COLLATERAL; (IV) TO DEMAND, COLLECT, RECEIPT
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