OR IN THE REVOLVING LOAN NOTE TO THE
CONTRARY NOTWITHSTANDING.
NOTWITHSTANDING THE OCCURRENCE OR EXISTENCE OF AN
EVENT OF DEFAULT UNDER SECTIONS 6.01(B) - (E), 6.01(H), 6.01(I) OR 6.01(L),
LENDER SHALL NOT BE PERMITTED TO TERMINATE THE COMMITMENT OR DECLARE THE
OBLIGATIONS DUE AND PAYABLE AND SHALL CONTINUE TO MAKE REVOLVING LOANS HEREUNDER
SO LONG AS THERE SHALL NOT OCCUR OR EXIST A MATERIAL ADVERSE EFFECT OR
ACCELERATION EVENT OR AN EVENT OF DEFAULT UNDER ANY OF SECTIONS 6.01(A),
6.01(F), 6.01(G), 6.01(J) OR 6.01(K).
(B)
UPON THE OCCURRENCE OR EXISTENCE OF ANY
EVENT OF DEFAULT DESCRIBED IN SECTION 6.01(F) OR 6.01(G), IMMEDIATELY AND
WITHOUT NOTICE, (I) THE COMMITMENT AND THE OBLIGATIONS OF LENDER TO MAKE
REVOLVING LOANS SHALL AUTOMATICALLY TERMINATE AND (II) ALL OUTSTANDING
OBLIGATIONS PAYABLE BY BORROWER HEREUNDER SHALL AUTOMATICALLY BECOME IMMEDIATELY
DUE AND PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR ANY OTHER NOTICE OF ANY
KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED, ANYTHING CONTAINED HEREIN OR IN
THE REVOLVING LOAN NOTE TO THE CONTRARY NOTWITHSTANDING.
(C)
IN ADDITION TO THE FOREGOING REMEDIES, UPON
THE OCCURRENCE OR EXISTENCE OF ANY EVENT OF DEFAULT AT ANY TIME LENDER IS
PERMITTED TO TERMINATE THE COMMITMENT, LENDER MAY EXERCISE ANY OTHER RIGHT,
POWER OR REMEDY GRANTED TO IT BY THE CREDIT DOCUMENTS OR OTHERWISE PERMITTED TO
IT BY LAW, EITHER BY SUIT IN EQUITY OR BY ACTION AT LAW, OR BOTH.
SECTION VII
GRANT OF SECURITY INTEREST AND PROVISIONS REGARDING COLLATERAL
7.01
GRANT OF SECURITY INTEREST.
AS SECURITY FOR THE PAYMENT OF ALL REVOLVING
LOANS NOW OR HEREAFTER MADE BY LENDER TO BORROWER HEREUNDER OR UNDER THE
REVOLVING LOAN NOTE, AND AS SECURITY FOR THE PAYMENT OR OTHER SATISFACTION OF
ALL OTHER OBLIGATIONS, BORROWER HEREBY GRANTS TO THE LENDER A LIEN AND A
SECURITY INTEREST IN AND TO THE FOLLOWING PROPERTY OF BORROWER, WHETHER NOW OR
HEREAFTER OWNED, EXISTING, LICENSED, LEASED, CONSIGNED, ACQUIRED OR ARISING,
WHEREVER NOW OR HEREAFTER LOCATED (ALL SUCH PROPERTY IS HEREIN REFERRED TO
COLLECTIVELY AS THE "COLLATERAL" (EACH CAPITALIZED TERM USED IN THIS
SECTION 7.01 AND NOT OTHERWISE DEFINED IN THIS AGREEMENT SHALL HAVE IN THIS
AGREEMENT THE MEANING GIVEN TO IT BY THE UCC)):
(A)
THE PURCHASED RECEIVABLES, AND ANY AND ALL
OTHER ACCOUNTS, GOODS, HEALTH CARE INSURANCE RECEIVABLES, GENERAL INTANGIBLES,
PAYMENT INTANGIBLES, DEPOSIT ACCOUNTS, CHATTEL PAPER (INCLUDING ELECTRONIC
CHATTEL PAPER), DOCUMENTS, CONTRACTS, ADVICES OF CREDIT, MONEY, COMMERCIAL TORT
CLAIMS, EQUIPMENT, INVENTORY, FIXTURES AND SUPPORTING OBLIGATIONS, TOGETHER WITH
ALL PRODUCTS OF AND ACCESSIONS TO ANY OF THE FOREGOING AND ALL PROCEEDS OF ANY
OF THE FOREGOING (INCLUDING ALL INSURANCE POLICIES AND PROCEEDS THEREOF);
17
(B)
TO THE EXTENT, IF ANY, NOT LISTED IN CLAUSE
(A) ABOVE, EACH AND EVERY OTHER ITEM OF PERSONAL PROPERTY AND FIXTURES, WHETHER
NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, INCLUDING
ALL LICENSES,
CONTRACTS AND AGREEMENTS AND ALL COLLATERAL FOR THE PAYMENT OR PERFORMANCE OF
ANY CONTRACT OR AGREEMENT, TOGETHER WITH ALL PRODUCTS AND PROCEEDS (INCLUDING
ALL INSURANCE POLICIES AND PROCEEDS) OR ANY ACCESSIONS TO ANY OF THE FOREGOING;
(C)
ALL PRESENT