BORROWER, PROVIDED THAT ALL AMOUNTS PAID BY MORTGAGEE IN RESPECT OF
INSURANCE PREMIUMS HAVE BEEN REPAID IN FULL WITH INTEREST.
Section 3.10
Warranties.
Borrower warrants:
(a) it is and will be the lawful owner of all Collateral free of all Claims,
Liens, encumbrances and setoffs whatsoever, other than the security interest
granted pursuant hereto; (b) it has the capacity to grant a security interest in
Collateral to Mortgagee; (c) all information furnished by Borrower to Mortgagee
heretofore or hereafter, whether oral or written, is and will be correct and
true as of the date given; and (d) the execution, delivery and performance
hereof are within its powers and have been duly authorized.
ARTICLE IV
EVENTS OF DEFAULT AND REMEDIES
Section 4.01
Events of Default.
The Borrower
shall be in default upon the occurrence of an Event of Default as defined under
the Credit Agreement.
Section 4.02
Remedies.
If any Event of Default
has occurred and is continuing,
(A)
MORTGAGEE, AT ITS OPTION, MAY
EXERCISE ANY RIGHTS AND REMEDIES PROVIDED TO AGENTS UNDER THE CREDIT AGREEMENT
AND/OR AVAILABLE AT LAW OR EQUITY, INCLUDING ALL RIGHTS AND REMEDIES PROVIDED
UNDER THE UNIFORM COMMERCIAL CODE IN ANY JURISDICTION WHERE ENFORCEMENT IS
SOUGHT, WHICH INCLUDE BUT ARE NOT LIMITED TO, THE FOLLOWING:
(I) WITHOUT NOTICE
ACCELERATE THE MATURITY OF ANY PART OR ALL OF THE SECURED OBLIGATIONS AND
TERMINATE ANY AGREEMENT FOR THE GRANTING OF FURTHER CREDIT TO BORROWER;
(II) SELL, LEASE OR OTHERWISE DISPOSE OF COLLATERAL AT PUBLIC OR PRIVATE SALE;
(III) TRANSFER ANY COLLATERAL INTO ITS OWN NAME OR THAT OF ITS NOMINEE;
(IV) RETAIN COLLATERAL IN SATISFACTION OF THE SECURED OBLIGATIONS, WITH NOTICE
OF SUCH RETENTION SENT TO BORROWER AS REQUIRED BY LAW; (V) NOTIFY ANY PARTIES
OBLIGATED ON ANY COLLATERAL CONSISTING OF ACCOUNTS, INSTRUMENTS, CHATTEL PAPER,
CHOSES IN ACTION OR THE LIKE TO MAKE PAYMENT TO MORTGAGEE AND ENFORCE COLLECTION
OF ANY COLLATERAL; (VI) FILE ANY ACTION OR PROCEEDING WHICH MORTGAGEE DEEMS
NECESSARY OR APPROPRIATE TO PROTECT AND PRESERVE THE RIGHT, TITLE AND INTEREST
OF MORTGAGEE IN THE COLLATERAL; (VII) EXERCISE ITS BANKER'S LIEN OR RIGHT OF
SETOFF IN THE SAME MANNER AS THOUGH THE CREDIT WERE UNSECURED AND (VIII) APPLY
ALL OR A PORTION OF SUMS RECEIVED OR COLLECTED FROM OR ON ACCOUNT OF COLLATERAL,
INCLUDING THE PROCEEDS OF ANY SALES THEREOF, TO THE PAYMENT OF THE COSTS AND
EXPENSES INCURRED IN PRESERVING AND ENFORCING RIGHTS OF MORTGAGEE INCLUDING
REASONABLE ATTORNEYS' FEES (INCLUDING THE ALLOCATED COSTS OF MORTGAGEE'S
IN-HOUSE COUNSEL AND LEGAL STAFF), AND AFTER APPLICATION OF SUCH SUMS TO THE
SECURED OBLIGATIONS AS SET FORTH IN THE CREDIT AGREEMENT, MORTGAGEE SHALL
ACCOUNT TO BORROWER FOR ANY SURPLUS REMAINING THEREAFTER, AND SHALL PAY SUCH
SURPLUS TO THE PARTY ENTITLED THERETO, INCLUDING ANY SECOND SECURED PARTY WHO
HAS MADE A PROPER DEMAND UPON MORTGAGEE AND HAS FURNISHED PROOF TO MORTGAGEE AS
REQUESTED IN THE MANNER PROVIDED BY LAW; IN LIKE MANNER, BORROWER AGREES TO PAY
TO MORTGAGEE WITHOUT DEMAND ANY DEFICIENCY AFTER ANY COLLATERAL HAS BEEN
DISPOSED OF AND PROCEEDS