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<br />10. Borrower will promptly notify Lender of any loss or material damage to any Collateral or of any adverse
<br />change, known to Borrower, in the prospect of payment of any sums due on or under any instrument, chattel paper,
<br />account or general intangible constituting Collateral.
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<br />II. Upon Lender's request (whether a Default as hereinafter defined has occurred) Borrower will promptly
<br />deliver to Lender any instrument, document or chattel paper constituting Collateral.
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<br />12. Upon Default by Borrower in performance of its obligation hereunder, Lender shall have the authority, but
<br />shall not be obligated to: (i) effect such insurance and necessary repairs and pay the premiums therefor and the costs
<br />thereof; and (ii) pay and discharge any fees, assessments, charges, taxes, liens and encumbrances on the Collateral. All
<br />sums so advanced or paid by the Lender shall be payable by Borrower on demand with interest at the highest rate then
<br />charged on the Secured Obligations (but not exceeding the maximum rate allowed by law) and shall be a part of the
<br />Secured Obligations.
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<br />13. Borrower will not sell, lease or otherwise dispose of the Collateral other than in the ordinary course of its
<br />business at prices constituting the then fair market value thereof,
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<br />14. The Lender shall have the authority but shall not be obligated: (a) to notify, after the occurrence of any
<br />Default, any or all account debtors and obligors on instruments constituting Collateral of the existence of the Lender's
<br />security interest and directing thetn to payor remit all sums due or to become due directly to the Lender or its nominee;
<br />(b) whether any Default has occurred, to place on any chattel paper received as proceeds or otherwise constituting
<br />Collateral, a notation or legend showing the Lender's security interest; (c) after the occurrence of any Default, in the
<br />name of the Borrower or otherwise, to demand, collect, receive and receipt for, compound, compromise, settle,
<br />prosecute and discontinue any suits or proceedings in respect of any or all of the Collateral; (d) to take any action which
<br />the Lender may deem necessary or desirable, after the occurrence of any Default, in order to realize on the Collateral,
<br />including, without limitation, the power to perform any contract, to indorse in the name of Bonower any checks, drafts,
<br />notes or other instruments or documents received in payment of or on account of the Collateral; (e) whether any Default
<br />has occurred, to place upon Bon-ower's books and records relating to the accounts and general intangibles covered by
<br />the security interest granted hereby a notation or legend stating that such account or general intangible is subject to a
<br />security interest held by the Lender; and (f) after the occurrence of any Default, to enter upon and into and take
<br />possession of all or such parHs) of the properties of Bon-ower, including lands, plants, buildings, machinery, equipment
<br />and other property as may be necessary or appropriate in the judgment of the Lender to permit or enable the Lender to
<br />manufacture, produce, process, store or sell or complete the manufacture, production, processing, storing or sale of all
<br />or any part of the Collateral, as the Lender may elect, and to use and operate said properties for said purposes and for
<br />such length of time as the Lender may deem necessary or appropriate for said purposes without the payment of any
<br />compensation to Borrower therefor, Borrower further hereby appoints the Lender and its delegates as Borrower's
<br />attorney and agent with the right but not the duty from time to time to take such actions on the behalf of Borrower as the
<br />Lender may deem necessary under this Section 14 and Sections 8 and 12 hereof. The powers granted by the Bon-ower to
<br />the Lender and its delegates hereby shall be deemed powers coupled with an interest arid the same are irrevocable.
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<br />15. Borrower will keep accurate books, records and accounts wjth respect to the Collateral, and will make the
<br />same available to the Lender at its request for examination and inspection; will make and render to the Lender such
<br />reports, accountings and statements as the Lender from time to time may request with respect to the Collateral; and will
<br />permit any authorized representative of the Lender to examine and inspect, during normal business hours, any and all
<br />premises where the Collateral is or may be kept or locat,ed.
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<br />16. The occurrence of any of the following events will constitute a Default hereunder: (a) an "Event of Default",
<br />as such term is defined in the Note; (b) failure to perform any agreement of Borrower contained herein; or (c) any
<br />statement, representation or warranty by Borrower made herein is untrue in any respect as of the date made.
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<br />17. Whenever a Default shall exist, the Lender may, at its option and without demand or notice. declare all or
<br />any part of the Secured Obligations immediately due and payable, and the Lender may exercise, in addition to the
<br />rights and remedies granted hereby, all rights and remedies of a secured party under the Uniform Commercial Code or
<br />any other applicable law,
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