EFTA01356029

remedies by Lender. 6. Upon the occ rrenCe of any of the following (each an "Event of fault") with respect to Debtor or any endorse., guarantor or other ‘kperson liable for any of theiOb dui (i) 'failure ,..,-,1‘.rea..tir to pay any Obligation when due/1 (ii) death (in the case of an individual) orrilissolution, liquidation or suspension of its bt91'ness, (iii) default in the payment of any indebtedness in,exccss of $50,000, (iv) failure to fuTish financial information to encferifollowingibemandAv) any representation made to Lender shall be false or misleading in any material respect when made or deemed made, (vi) a material adverse change in its business or condition (financial or otherwise) as determined by Lender in t•L`4` itsidiscretion, (vii) default in the performance or observance of any covenant, agreement or obligation under this Agreement (including, without limitation, Paragraph 4 hereof), or any other contract, instrument or agreement relating to the Obligations, (viii) insolvency (howsoever determined), or (ix) the commencement of any proceedings by or against any of them under any bankruptcy, reorganization, arrangement of debt, insolvency, receivership. liquidation, dissolution or similar laws relating to the relief of debtors, or the making of an assignment for the benefit of creditors; then and in any such event: (a) Lender may declare all of the Obligations to be immediately due and payable, whereupon same shall become immediately due and payable, without demand. provided that if an event set forth in clause (ix) occurs, the Obligations shall automatically become due and payable without declaration by Lender; (b) Lender's obligation, if any, to give or continue credit facilities to Debtor shall automatically terminate; (c) Lender shall have the right from time to time to take possession of, and sell, redeem, assign, liquidate, transfer and deliver all or any part of the Collateral, at any brokers' board or exchange, or at public or private sale or otherwise, at the option of Lender, for cash or on credit for future delivery, in such parcel or parcels and at such times 46178vI2 and places, and upon such terms and conditions as .Lender may deem proper, and in connection therewith may grant options and impose reasonable conditions, all without (except as same are required by applicable law and cannot be waived) advertisement or demand upon or notice to Debtor or any other person entitled to notice or right of stay, extension, moratorium, appraisal or redemption of Debtor, all of which are hereby expressly waived to the fullest extent permitted by applicable law; (d) upon each such sale, Lender, to the extent permitted by law, may purchase all or any of the Collateral, free and clear of all claims, rights of redemption and equities of Debtor. and (e) in addition, Lender shall have all of the rights and remedies of a secured party under the UCC and any fee,- other applicable law. tees 114.. 44 re-4-•-• 7. To the extent required by which cannot be waived. Lender w; notice of the time and place of any pu the time after which any private disposition of Collateral is to be mad notice at least 5 days before the tim disposition, which Debtor agrees is Lender need not give such notice if not required by the UCC or other applicable law. that at any private sale Collateral may price that is less than the price which been obtained at a public sale or that is I aggregate outstanding amount of the Lender may accept the first offer receive not offer such Collateral to more than one °fierce. Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Lender may convert any proceeds in foreign currency to U.S. dollars at the average of the buying spot rates of exchange for freely transferable U.S. dollars in effect at the lending office selected by Lender as at the close of business on the date of payment of the sales price for such Collateral. After deducting its costs and expenses from the proceeds of sale, Lender may apply any Confidential Confidential .4- pplicable law I give Debtor lic sale or of le or other by sending of sale or reasonable. Or agrees sold at a ight have s than the ligations. and need II CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0041432 SDNY_GM_00 187616 EFTA01356029