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Home My WebLink About0665 furtlier published notice, and Secured Party may bid and become the purchaser at any such sale. Any sale of an Item,whethe~ un~ier • ~a~d subparagraph or by virtue of judic~at pro~eedings, shal! ope~ate to d~vest all right, title, interest, claim and dema~:ci whatsoever, either at law or in equity, of Oebtor in and to said Item and shall be a perpetual bar to any claim against such Item, both at !aw and ~n ec~uity, against Debtor and all perso~s claiming by, through or under Debtor. 17. OISCONTtNUANCE OF REMEDIES. In case Secured Party shalt have proceeded to enforce ~y right under this a9reement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely, then and in every such case Debtor and Secured Party shall be restored to their former positions and rights hereunder with ~espect to the Equip- ment. 18. SECURED PARTY'S EXPENSES. Debtor shall pay Secured Party all costs and expe~ses, including attorneys' fees and court costs, incurred by Secured Party i~ exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof. 19. ASSIGNMENT. Without the prior written consent of Secured Party. Qebto~ shall not sell, lease, pledge or hypothecate, except as provided in this agreement, any Item of Equipment or any interest therein or assign, transfer, pledge or hypothecate this agreement ur any interest i~ this agreement or permit the Equipment to be subject to any lien, charge or encumbrance of any nature except the security interest of Secured Party contemplated hereby. Debtor's i~terest herein is not assignable and shall not be auigned or trans- fe~red by operation of law. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent to ~ any subsequent like act by Debtor o~ any other person. ~ All rights of Secured Party hereunder may be aui9ned, pledged, mortgaged, transferred or otherwise disposed of, either in whote or in part, without notice to Oebtor but always, however, subject to the rights of Oebtor under this agreement. If Debtor is given notice of any such assignment, Debtor shall acknowledge receipt thereof in writing. In the event Secured Pa~ty assigns this agreelnent or the installment payments due o~ to become due hereunder or any other interest herein, whether as security fo~ any of its indebted- - ness or otherwise, no breach or default by Secured Party hereunder or pursuant to any other agreement uetween Secured Party and Debtor, should the~e be one, shall excuse performance by Debtor of any provision hereof, it being understood that in the event of such default or breach by Secured Party that Oebtor shall pursue any rights on account the~eof solely against Secured Party. No such assignee, unless wch assignee agrees to in writing, shall be obligated to perform any duty, covenant or co~dition required to be per- formed by Secured Party under the terms of this agreement. Subject always to the foregoing, this ag~eement inures to the benefit of, and is binding upon, the heirs, legatees, personal re- presentatives, successors and assigns of the parties hereto. 20. MARKINGS; PERSONAL PROPERTY. If at any time during the term hereof Secured Party supplies Debtor with labels, plates, decals or other markings stating that Secured Party has an interest in the Equipment, Debtor shall affix and keep the same prominent- ly displayed on the Equipment or shall otherwise mark the Equipment or Equipment Location or Equipment Locations, as appro- pr~ate, at Secured Party's request to indicate Secured Party's security interest in the Equipment. The Equipment is, and at atl times shall remain, personal property notwithstanding that the Equipment or any item thereof may now be, or hereafter become, in a~y manner affixed or attached to, or embedded in, or permanently resting upon real property or any improvement thereof or attached ~n any manner to what is permanent as by means of cement, plaster, nails, bolts, screws o~ otherwise_ If requested by Secured Party prior to or at any time during the term hereof with respect to an Item of Equipment, Debtor will obtain and deliver to Secured Party waivers of interest or liens in recordable form satisfactory to Secured Party from all pe~sons claiming any interest in the real property on which such Item is installed or located. 21. LATE CHARGE. If Debtor fails to pay any installment payment or any other sum to be paid by Debto~ to Secured Party here- under within seven (7) days after the due date the~eof, Debtor shall pay to Secured Party, Secured Party's internal collection costs relevant to the collection thereof and interest on such unpaid installment or other amount at the rate of twelve percent (1296) per annum, or at such Iesser contract rate as may be fixed by law, computed from the date due to the date paid. 22. NON-WAIVER. No covenant or condition of this agreement can be waived except by the written consent of Secured Party_ Forebearance or indulgence by Secured Party in regard to any breach hereunder shall not constitute a waiver of the related covenant or condition to be performed by Debtor. 23. NET AGREEMENT; OFFSET; SURVIVAL. This agreement is a net agreement, and Debtor shall not be entitled to any abate- rnent of installment payments or other payments due hereunder or any reduction thereof under any circumstances or for any reason whatsoever. Debtor hereby waives any and all existing and future claims, as offsets, against any installment payments or other pay- ments due hereunder and agrees to pay the installment payments and other amounts due hereunder as and when due regardless of any offset or claim which may be asserfed by Debtor or on its behalf. The obligations and liabitities of Debtor hereunder shall survive the ~ termination of this agreement_ Y 24. AODITIONAI DOCUMENTS. In connection with and in order to perfect and evidence the security interest in the Equipment E granted Secured Party hereunder Debtor shall execute and deliver to Secured Party such financing statements and similar documents a as Secured Party shall request. Debtor authorizes Secured Pa~ty where permitted by law to make filings of such financing statements ~ without Debtor's signature_ Debtor further shall furnish Secured Party: (a) a fiscal year end financial statement including balance ~ sheet and profit and loss statement within one hundred twenty (120) days of the close of each fiscal year, (b) any other information ~ normally provided by Debtor to the public and (c) such other financial data or information relative to this agreement and the Equip- ~ ment as Secured Party may from time to time reasonably request. Debtor shall p~ocure and/or execute, have executed, acknowledge, ~ have acknowledged, deliver to Secured Party, record and file such other dceuments and showings as Secured Party shal~ deem neces- # sary or desirable to protect its interest in this agreement and the Equipment. ~ ~ 25. DEBTOR'S WARRANTIES. Debtor certifies and warrants that the financial data and other informatio~ which Debtor has r submitted, or will submit, to Secured Party in connectio~ with this agreement is, or shatl be at time of delivery, as ap~ropriate, a true ; and complete statement of the matters therein contained. Debtor further certifies and warrants: (a) this agreement has been duly authorized by Debtor and when executed and delivered by the person signing on behalf of Debtor below shall oonnitute the legal, ~ valid and binding obligation, contract and agreement of Debtor enforceable against Debtor in accordance with its respective ferms; ~ (b) this agreement and each and every showing provided by or on behalf of Debtor in connection herEwith r.~av be relied uFon by ~ Secured Party in accordance with the terms the•eof notwithstanding the failure of Debtor or other applicable partY to enwre proper attestation thereto whether by absence of a seal or acknowledgement or otherwise; (c) Debtor has the right, power and authority to grant a security interest in the Equipment to Secured Party for the uses and purposes herein set forth; and (d) each Item of Equip- - ment shall, at the time such Item becomes wbject hereto, be in good repair, condition and working order. ~ 26. 'ENTIRE AGREEMENT. This instrument constitutes the entire agreement between Secured Party and Oebtor and shall not be amended, altered or changed except by a written agreement signed by the parties hereto• ~ 27. NOTfCES. Service of all notices under this agreement shall be sufficient if mailed to the party involved at its respective address set forth at the foot hereof or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effect+ve when deposited in the United States mail, duly address¢d, with postage prepaid. Debtor shall p~ompt- ~ ly notify Secured Party of any change in Debtor's address. ~ ~ 28. GENDER, NUMBER; JOINT AN~ SEVERAL LIABIIITY. Whenever the context of th+s agreement requires, the masculine ~ gender includes the feminine or neuter and the singular number includes the plural; and, whenever the words "Secured Party" are used J herein, they shall inctude all assignees of Secured Party, it being understood that specific reference to "auignee" in paragraph i 1 above ~ is for further emphasis. If there is more than one Debtor named in this agreeme~t, the liability of each shall be joint artd several: ~ ~ 29. TITLES. The titles to the paragraphs of this agreement are solely for the convenience of the parti~s and are not an aid in the ~ interpretation of the instrument. ~ ~G~!( ~4 ~'A!'E UU5 r~ ~ - ~ - - - -