EFTA01386344.pdf

remedies by Lender. and places, and upon such terms and conditions as Lender may deem proper, and in connection 6. Upon the occurrence of any of the therewith may grant options and impose reasonable following (each an "Event of Default") with respect conditions, all without (except as same are required to Debtor or any endorser, guarantor or other by applicable law and cannot be waived) person liable for any of the Obligations: (i) failure advertisement or demand upon or notice to Debtor to pay any Obligation when due, (ii) death (in the or any other person entitled to notice or right of case of an individual) or dissolution, liquidation or stay, extension, moratorium, appraisal or suspension of its business, (iii) default in the redemption of Debtor, all of which are hereby payment of any indebtedness in excess of $50,000, expressly waived to the fullest extent permitted by (iv) failure to furnish financial information to applicable law; (d) upon each such sale, Lender, to Lender following demand, (v) any representation the extent permitted by law, may purchase all or made to Lender shall be false or misleading in any any of the Collateral, free and clear of all claims, material respect when made or deemed made, (vi) a rights of redemption and equities of Debtor; and (e) material adverse change in its business or condition in addition, Lender shall have all of the rights and (financial or otherwise) as determined by Lender in remedies of a secured party under the UCC and any its discretion, (vii) default in the performance or other applicable law. observance of any covenant, agreement or obligation under this Agreement (including, 7. To the extent required by applicable law without limitation, Paragraph 4 hereof), or any which cannot be waived, Lender will give Debtor other contract, instrument or agreement relating to notice of the time and place of any public sale or of the Obligations, (viii) insolvency (howsoever the time after which any private sale or other determined), or (ix) the commencement of any disposition of Collateral is to be made, by sending proceedings by or against any of them under any notice at least 5 days before the time of sale or bankruptcy, reorganization, arrangement of debt, disposition, which Debtor agrees is reasonable. insolvency, receivership, liquidation, dissolution or Lender need not give such notice if not required by similar laws relating to the relief of debtors, or the the UCC or other applicable law. Debtor agrees making of an assignment for the benefit of that at any private sale Collateral may be sold at a creditors; price that is less than the price which might have been obtained at a public sale or that is less than the then and in any such event: (a) Lender may declare aggregate outstanding amount of the Obligations. all of the Obligations to be immediately due and Lender may accept the first offer received and need payable, whereupon same shall become not offer such Collateral to more than one offeree. immediately due and payable, without demand, Lender may comply with any applicable state or provided, that if an event set forth in clause (ix) federal law requirements in connection with a occurs, the Obligations shall automatically become disposition of the Collateral and such compliance due and payable without declaration by Lender, (b) will not be considered adversely to affect the Lender's obligation, if any, to give or continue commercial reasonableness of any sale of the credit facilities to Debtor shall automatically Collateral. Lender may convert any proceeds in terminate; (c) Lender shall have the right from time foreign currency to U.S. dollars at the average of to time to take possession of, and sell, redeem, the buying spot rates of exchange for freely assign, liquidate, transfer and deliver all or any part transferable U.S. dollars in effect at the lending of the Collateral, at any brokers' board or exchange, office selected by Lender as at the close of business or at public or private sale or otherwise, at the on the date of payment of the sales price for such option of Lender, for cash or on credit for future Collateral. After deducting its costs and expenses delivery, in such parcel or parcels and at such times from the proceeds of sale, Lender may apply any Confidential Confidential 46178v12 -4- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087998 CONFIDENTIAL SDNY GM_00234182 EFTA01386344