SECURITY AGREEMENT
Execution Copy
This Security Agreement dated as of July 8, 2008 is made by and between Clearant, Inc., a
Delaware corporation (the “Debtor”), and CPI Investments, Inc., an Arizona corporation (the
“Secured Party”), with respect to the following facts:
FACTS
A. Reference is made to that certain Subscription and Purchase Agreement dated as of July 8,
2008 (the “Subscription Agreement”) by and between the Debtor and the Secured Party.
B. Pursuant to the Subscription Agreement, the Debtor is required to grant the Secured Party a
Security Interest in certain Collateral to secure the Obligations (as defined below).
AGREEMENT
NOW THEREFORE, in consideration of, and incorporating the facts set forth above, the
representations, warranties, conditions and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as
follows:
ARTICLE 1
DEFINED TERMS
1.1 Definitions. Capitalized terms used herein but not defined shall have the meaning
ascribed to such term in the Subscription Agreement. The following terms when used in this
Agreement shall have the meanings assigned to them below:
“Agreement” means this Security Agreement, as amended, restated, supplemented or
otherwise modified from time to time.
“Collateral” has the meaning assigned thereto in Section 2.1.
“Control” means the manner in which “control” is achieved under the UCC with respect
to any Collateral for which the UCC specifies a method of perfecting a Security Interest by
“control.”
“Event of Default” has the meaning assigned thereto in Section 5.1.
“Obligations” means all liabilities and obligations of the Debtor hereunder and
Debtor’s payment obligations under the Notes.
“Security Interest” means the security interest granted pursuant to Article 2.
12
“UCC” means the Uniform Commercial Code, as in effect in the State of California, and
as amended or modified from time to time.
1.2 Other Definitional Provisions. Terms defined in the Subscription Agreement and
not otherwise defined herein shall have the meaning assigned thereto in the Subscription Agreement.
Terms defined in the UCC and not otherwise defined herein or in the Subscription Agreement shall
have the meaning assigned in the UCC. The words “hereof,” “herein,” “hereto” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section references are to this Agreement
unless otherwise specified. The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
ARTICLE 2
SECURITY INTEREST
1.3 Grant of Security Interest. The Debtor hereby grants, pledges and collaterally
assigns to the Secured Party a security interest (the “Security Interest”), but only to the
extent of the amount of principal and interest owing to the Secured Party from time to time (the
“Security Limit”) in all of the Debtor’s right, title and interest in the following
property, now owned or at any time hereafter acquired by the Debtor or in which the Debtor now has
or at any time in the future may acquire any right, title or interest, and wherever located or
deemed located (collectively, the “Collateral”), as Collateral security for the prompt and
complete payment and performance when due of the Obligations:
1.3.1 All accounts receivable, contract rights, chattel paper, instruments and documents,
whether now owned or hereafter created or acquired by Debtor or in which Debtor now has or
hereafter acquires any interest;
1.3.2 All of Debtor’s inventory, machinery, equipment, furniture, fixtures, motor vehicles and
other tangible personal property of every kind and description used in Debtor’s operations or owned
by Debtor or in which Debtor has an interest;
1.3.3 All general intangibles of Debtor, whether now owned or hereafter created or acquired by
Debtor including, without limitation, all intellectual property, such as all patents and patent
rights, trademarks and trade secrets, all choses in action, causes of action, all claims under
guaranties, security interests or other security held by or granted to Debtor to secure payment of
any accounts by an account debtor;
1.3.4 All monies and other property of any kind, now or at any time or times hereafter, in the
possession or under the control of Debtor or a bailee of Debtor; and
1.3.5 All books and records of Debtor pertaining to any of 2.1.1, 2.1.2, 2.1.3, and/or 2.1.4
above.
1.3.6 Any substitution, replacements, insurance proceeds or other proceeds or derivatives of
2.1.1, 2.1.2, 2.1.3, and/or 2.1.4 above.
13
Notwithstanding anything to the contrary contained in this Section 2.1, if the documents or
contracts governing or relating to any of the foregoing Collateral (or the terms of, or applicable
to, any such Collateral) contain enforceable restrictions on the assignment or transfer of the
Debtor’s rights thereunder, then the liens granted under this Agreement shall be limited only to
the extent necessary to comply with such enforceable restrictions (with such limitation
automatically ceasing upon removal of, or receipt of any consent with respect to, such
restrictions).
1.4 Debtor Remains Liable. Anything herein to the contrary notwithstanding: (a) the
Debtor shall remain liable under the contracts and agreements included in the Collateral to the
extent set forth therein to perform all of its duties and obligations thereunder to the same extent
as if this Agreement had not been executed, (b) the exercise by Secured Party of any of the rights
hereunder shall not release the Debtor from any of its duties or obligations under the contracts
and agreements included in the Collateral, (c) the Secured Party shall not have any obligation or
liability under the contracts and agreements included in the Collateral by reason of this
Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of
the Debtor thereunder or to take any action to collect or enforce any claim for payment assigned
hereunder and (d) the Secured Party shall not have any liability in contract or tort for any act or
omission by the Debtor.
1.5 Subordination of Security Interest. In the event of a Lender Default, as defined
in the Notes, the Secured Party shall subordinate its Security Interest to any funding that the
Debtor obtains in lieu of the proceeds not received because of a Lender Default under the
Subscription Agreement and the Lender shall, at its own expense, take such actions that the Debtor
may reasonably request to subordinate the Security Interest.
1.6 Consent to Pledge Assets. Except in connection with any bank debt, asset based
debt or with regard to any financing related to accounts receivable or inventory that is incurred
in the ordinary course of business to fund the Company’s day to day operations that will be senior
to the Notes and related Security Interest, the Debtor agrees that it will not pledge any of its
assets without the Secured Party’s approval or in the alternative, the Debtor will include the
Secured Party on a xxxx xxxxx basis with any other financing of any kind that requires the Debtor
to pledge assets.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
The Debtor hereby represents and warrants to the Secured Party that:
2.1 Existence. The Debtor is a duly organized corporation, validly existing and in
good standing under the laws of the state of Delaware.
2.2 Authorization of Agreement; No Conflict. The Debtor has the right, power and
authority and has taken all necessary corporate action to authorize the execution, delivery and
performance of this Agreement. This Agreement has been duly executed and delivered by a duly
14
authorized representative of the Debtor, and this Agreement constitutes the legal, valid and
binding obligation of the Debtor, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal debtor relief laws from time to time in effect which affect the enforcement of
creditors’ rights in general and the availability of equitable remedies. The execution, delivery
and performance by the Debtor of this Agreement will not, by the passage of time, the giving of
notice or otherwise, violate any material provision of any law or contractual obligation applicable
to the Debtor and will not result in the creation or imposition of any lien, other than the
Security Interest, upon or with respect to any property or revenues of the Debtor.
2.3 Consents. No approval, consent, exemption, authorization or other action by, or
notice to, or filing with, any governmental authority or any other person is necessary or required
in connection with the execution, delivery or performance by, or enforcement against the Debtor of
this Agreement.
2.4 Security Interest. The Security Interest granted pursuant to this Agreement
constitutes a valid security interest in all of the Collateral in favor of the Secured Party as
Collateral security for the Obligations, enforceable in accordance with the terms hereof against
all creditors of the Debtor and any persons purporting to purchase any Collateral from the Debtor.
2.5 State of Organization; Other Information.
2.5.1 The exact legal name of the Debtor is Clearant, Inc.
2.5.2 The mailing address, chief place of business, chief executive office and office where
the Debtor keeps its books and records relating to the Collateral is located at 0000 Xxxxxx xx xxx
Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
2.6 Other. There is no action, suit, investigation, litigation, dispute, claim or
proceeding pending or, to Debtor’s knowledge, threatened against Debtor before any court,
governmental agency, or arbitrator that if adversely determined would reasonably be expected to
result in a material adverse effect on the Collateral or Debtor’s ability to perform hereunder or
under the Subscription Agreement. No bankruptcy, insolvency or similar proceedings of any nature
are now pending or, to Debtor’s knowledge, threatened by or against Debtor, and Debtor does not
intend to commence any such proceedings.
ARTICLE 3
COVENANTS
The Debtor covenants and agrees that:
3.1 Form of Collateral; Perfected Security Interest; Further Information.
3.1.1 Provided that the Secured Party perfects the Security Interest, the Debtor shall
maintain the Security Interest created by this Agreement as a perfected Security Interest.
15
3.1.2 The Debtor will furnish to the Secured Party from time to time statements and schedules
further identifying and describing the Collateral and such other reports in connection therewith as
the Secured Party may reasonably request, all in reasonable detail.
3.1.3 The Debtor will keep the Collateral in good order, condition and repair in all material
respects, ordinary wear and tear excepted.
3.2 Changes in Location; Changes in Name or Structure. The Debtor will not:
3.2.1 Change its jurisdiction of organization or the location of its chief executive office
from that identified in Section 3.5.2 except upon ten (10) days’ prior written notice to the
Secured Party; or
3.2.2 Change its name, identity or corporate or organizational structure to such an extent
that any financing statement filed by the Secured Party in connection with this Agreement would
become misleading except upon ten (10) days’ prior written notice to the Secured Party.
3.3 Required Notifications. The Debtor shall promptly notify the Secured Party, in
writing, of the occurrence of any event which could reasonably be expected to have a material
adverse effect on the aggregate value of the Collateral or on the Security Interest.
3.4 Filing Covenants. Pursuant to Section 9509 of the UCC and any other applicable
law, the Debtor authorizes the Secured Party to file or record financing statements and other
filing or recording documents or instruments with respect to the Collateral without the signature
of the Debtor in such form and in such offices as the Secured Party determines appropriate to
perfect the Security Interest of the Secured Party under this Agreement. Such financing statements
may describe the Collateral in the same manner as described herein or may contain an indication or
description of Collateral that describes such property in any other manner as the Secured Party may
determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of
the Security Interest in the Collateral granted herein. Further, in the event that filing a
financing statement in the appropriate state office is not the required means of perfecting the
Security Interest, a photographic or other reproduction of this Agreement shall be sufficient as a
financing statement or other filing or recording document or instrument for filing or recording in
any jurisdiction.
3.5 Further Assurances. Upon the request of the Secured Party and at the sole expense
of the Debtor, the Debtor will promptly and duly execute and deliver, and have recorded, such
further instruments and documents and take such further actions as the Secured Party may reasonably
request for the purpose of obtaining or preserving the full benefits of this Agreement and of the
rights and powers herein granted, including, without limitation, all applications, certificates,
instruments, and all other documents and papers the Secured Party may reasonably request and as may
be required by law in connection with the obtaining of any consent, approval, registration,
qualification, or authorization of any Person deemed necessary or appropriate for the effective
exercise of any rights of the Secured Party under this Agreement.
3.6 Location, Taxes, Loss, Abandonment, Compliance with Laws, Defense of Collateral;
Insurance.
16
3.6.1 All Collateral presently owned or hereafter acquired by Debtor is and will be kept in
its current location, and will not be moved without prior approval of the Secured Party.
3.6.2 Debtor will promptly pay all taxes levied or assessed against the Collateral, except
when Debtor has a bona fide dispute with any taxing authority; provided that, Debtor promptly gives
written notice of such dispute to the Secured Party and diligently pursues resolution of such
dispute; will promptly notify Secured Party in writing of any material loss to the Collateral; will
not abandon the Collateral; will not use or permit the Collateral to be used for any unlawful
purpose or in violation of any federal, state or municipal law, statute or ordinance.
3.6.3 Debtor shall defend the Collateral against all claims and demands of all persons save
Secured Party.
3.6.4 Until all Obligations are fully paid and satisfied, Debtor agrees to maintain insurance
coverage on the Collateral consistent with the levels currently maintained by Debtor prior to the
execution hereof.
ARTICLE 4
REMEDIAL PROVISIONS
4.1 General Remedies. Failure of the Debtor to observe or perform any material
covenant or agreement herein or any other Transaction Document, with respect to which any
applicable notice has been given and any applicable cure period has passed, shall constitute an
event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall
occur, the Secured Party may exercise, in addition to all other rights and remedies granted to it
in this Agreement and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the UCC or any other applicable law,
subject to the prior rights of any other secured creditors of Debtor. Without limiting the
generality of the foregoing, and subject to the prior rights of any other secured creditors of
Debtor, the Secured Party, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred to below) to or
upon the Debtor or any other person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances, subject to the Security Limit, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, at any exchange, broker’s board or office of the
Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without assumption of any
credit risk. The Secured Party may disclaim any warranties of title, possession and quiet
enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in the Debtor, which right
or equity is hereby waived and released. The Debtor further agrees, at the Secured Party’s
request,
17
to assemble the Collateral and make it available to the Secured Party at places which the
Secured Party shall reasonably select, whether at the Debtor’s premises or elsewhere. To the
extent permitted by applicable law, the Debtor waives all claims, damages and demands it may
acquire against the Secured Party arising out of the exercise by it of any rights hereunder except
to the extent any such claims, damages, or demands result solely from the gross negligence or
willful misconduct of the Secured Party. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at
least ten (10) days before such sale or other disposition.
4.2 Application of Proceeds. At such intervals as may be agreed upon by the Debtor
and the Secured Party, or, if an Event of Default shall have occurred and be continuing, at any
time at the Secured Party’s election, the Secured Party may apply all or any part of the Collateral
or any proceeds of the Collateral in payment in whole or in part of the Obligations (after
deducting all reasonable costs and expenses of every kind incurred by the Secured Party as a result
thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to
the rights of the Secured Party hereunder, including, without limitation, reasonable attorneys’
fees and disbursements). Any balance of such proceeds remaining after payment in full of such
amounts shall be paid over to the Debtor, or to whomsoever (if such person is not the Debtor) may
be lawfully entitled to receive the same. Only after (i) the payment by the Secured Party of any
other amount required by any provision of law, including, without limitation, Section 9610 and
Section 9615 of the UCC and (ii) the payment in full of the Obligations, shall the Secured Party
account for the surplus, if any, to the Debtor, or to whomever may be lawfully entitled to receive
the same (if such person is not the Debtor).
4.3 Waiver, Deficiency. The Debtor hereby waives, to the extent permitted by
applicable law, all rights of redemption, appraisement, valuation, stay, extension or moratorium
now or hereafter in force under any applicable law in order to prevent or delay the enforcement of
this Agreement or the absolute sale of the Collateral or any portion thereof. The Debtor shall
remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by
the Secured Party to collect such deficiency.
ARTICLE 5
THE SECURED PARTY
5.1 Secured Party’s Appointment as Attorney-In-Fact.
5.1.1 Upon an Event of Default, and only to the extent that such Event of Default is
continuing, the Debtor will irrevocably constitute and appoint the Secured Party and any officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Debtor and in the name of the Debtor
or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and
all appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement after and during
such Event of Default.
18
5.1.2 Upon an Event of Default, and only to the extent that such Event of Default is
continuing, if the Debtor fails to perform or comply with any of its agreements contained herein,
the Secured Party, at its option, but without any obligation to do so, may perform or comply, or
otherwise cause performance or compliance, with such agreement in accordance with the provisions of
Section 6.1.
5.1.3 The reasonable expenses of the Secured Party incurred as a result of the actions taken
pursuant to the terms of this Agreement shall be payable by the Debtor to the Secured Party within
ten (10) days after the Secured Party provides Debtor written notice thereof.
5.1.4 The Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof in accordance with Section 6.1. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the Security Interest created hereby is released.
5.2 Duty of Secured Party. The Secured Party’s sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under Section 9207 of
the UCC or otherwise, shall be to deal with it in the same manner as the Secured Party deals with
similar property for its own account. Neither the Secured Party nor any of its officers,
directors, employees or agents shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Debtor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the
Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The
Secured Party shall be accountable only for amounts that it actually receives as a result of the
exercise of such powers, and neither it nor any of its officers, directors, employees or agents
shall be responsible to the Debtor for any act or failure to act hereunder, except for its own
gross negligence or willful misconduct.
ARTICLE 6
MISCELLANEOUS
6.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a writing signed by each of the parties hereto.
6.2 Notices. All notices, requests and demands to or upon the Secured Party or the Debtor
hereunder shall be effected in the manner provided for in Section 5.2 of the Subscription
Agreement.
6.3 No Waiver by Course of Conduct, Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to
Section 7.1), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy
hereunder or to have
19
acquiesced in any default by the Debtor. No failure to exercise, nor any
delay in exercising on the part of the Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Secured Party of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Secured Party would
otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights or remedies provided
by law or equity.
6.4 Enforcement Expenses. The Debtor agrees to pay or reimburse the Secured Party for all its costs and
expenses incurred in connection with enforcing or preserving any rights under this Agreement
(including, without limitation, in connection with any workout, restructuring, bankruptcy or other
similar proceeding) including, without limitation, the reasonable fees and disbursements of
counsel.
6.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Debtor and shall
inure to the benefit of the Debtor, the Secured Party and their respective successors and assigns.
6.6 Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which counterparts taken together shall constitute one and the same
instrument. This Agreement may also be executed by the parties hereto exchanging facsimile signed
counterparts of this Agreement.
6.7 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remainder of such provision or the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction.
6.8 Section Heading. The Section headings used in this Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the interpretation hereof.
6.9 Integration. This Agreement, the Notes and the Subscription Agreement represent the agreement of the
Debtor and the Secured Party with respect to the subject matter hereof and thereof, and there are
no promises, undertakings, representations or warranties by the Secured Party relative to subject
matter hereof and thereof not expressly set forth or referred to herein therein.
6.10 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the
laws of the State of California and the parties hereby submit to the non-exclusive jurisdiction of
any court of competent jurisdiction in Los Angeles County of California in connection with any
dispute which may arise under this Agreement or its implementation or enforcement.
20
6.11 Acknowledgements. The Debtor hereby acknowledges that (a) it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the Subscription Agreement, (b) the
Secured Party does not have any fiduciary relationship with or duty to the Debtor arising out of or
in connection with this Agreement, and the relationship between the Debtor and the Secured Party in
connection herewith or therewith is solely that of debtor and creditor, and (c) no joint venture,
agency or partnership is created hereby or by the Subscription Agreement or otherwise exists by
virtue of the transactions contemplated hereby or thereby.
6.12 Release of Collateral. At such time as the Obligations shall have been paid in full, the Collateral shall
be released from the liens created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Secured Party and the Debtor hereunder shall
terminate, all without delivery of any instrument or performance of any act by any party, and all
rights to the Collateral shall revert to the Debtor. At the request and sole expense of the Debtor
following any such termination, the Secured Party shall deliver to the Debtor any Collateral held
by the Secured Party hereunder, and execute and deliver to the Debtor such documents and make such
filings as the Debtor shall reasonably request to evidence such termination.
7.13 Time of Essence. Time is of the essence.
[Signature Page Follows.]
21
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed
by their respective authorized signatories as of the date first indicated above.
| CLEARANT, INC. | |||||||
| By: | |||||||
| Name: Xxx Xxxxxxxx | |||||||
| Title: Chief Executive Officer | |||||||
| CPI INVESTMENTS, INC. | |||||||
| By: | |||||||
| Name: | |||||||
| Title: | |||||||
22
TABLE OF CONTENTS
| page | ||||
ARTICLE 1 DEFINED TERMS |
1 | |||
1.1 Definitions |
1 | |||
1.2 Other Definitional Provisions |
2 | |||
2.1 Grant of Security Interest |
2 | |||
2.2 Debtor Remains Liable |
3 | |||
2.3 Subordination of Security Interest |
3 | |||
2.4 Consent to Pledge Assets |
3 | |||
ARTICLE 3 REPRESENTATIONS AND WARRANTIES |
3 | |||
3.1 Existence |
3 | |||
3.2 Authorization of Agreement; No Conflict |
3 | |||
3.3 Consents |
4 | |||
3.4 Security Interest |
4 | |||
3.5 State of Organization; Other Information |
4 | |||
3.6 Other |
4 | |||
ARTICLE 4 COVENANTS |
4 | |||
4.1 Form of Collateral; Perfected Security Interest; Further Information |
4 | |||
4.2 Changes in Location; Changes in Name or Structure |
5 | |||
4.3 Required Notifications |
5 | |||
4.4 Filing Covenants |
5 | |||
4.5 Further Assurances |
5 | |||
4.6 Location, Taxes, Loss, Abandonment, Compliance with Laws, Defense of
Collateral; Insurance |
5 | |||
ARTICLE 5 REMEDIAL PROVISIONS |
6 | |||
5.1 General Remedies |
6 | |||
5.2 Application of Proceeds |
7 | |||
5.3 Waiver, Deficiency |
7 | |||
ARTICLE 6 THE SECURED PARTY |
7 | |||
6.1 Secured Party’s Appointment as Attorney-In-Fact |
7 | |||
6.2 Duty of Secured Party |
8 | |||
-i-
TABLE OF CONTENTS
(continued)
(continued)
| page | ||||
ARTICLE 7 MISCELLANEOUS |
8 | |||
7.1 Amendments in Writing |
8 | |||
7.2 Notices |
8 | |||
7.3 No Waiver by Course of Conduct, Cumulative Remedies |
8 | |||
7.4 Enforcement Expenses |
9 | |||
7.5 Successors and Assigns |
9 | |||
7.6 Counterparts; Facsimile |
9 | |||
7.7 Severability |
9 | |||
7.8 Section Heading |
9 | |||
7.9 Integration |
9 | |||
7.10 Governing Law |
9 | |||
7.11 Acknowledgements |
10 | |||
7.12 Release of Collateral |
10 | |||
End of TOC — Do not delete this paragraph!
-ii-
