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Home My WebLink About2347 , ~ ~ , , , fu~the~ published notice, and Secured Party may bid and become the purchaser at any such sale. Any sale of an Item,whether unde~ said subparag~aph or by virtue of judicial proceedi~gs, shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity. af Debtor in and to said Item and shall be a perpetual ba~ to any claim ~gainst such Item, bpth at law and in equity, against Debtor and all persons claiming by, through or under Debtor. 17. OISCONTINUANCE OF REMEOIES. In case Secured Pa~ty shall have proceeded to enforce any ~ight under this agreement, and such prceeedings shall have been discontinued or abandoned for a~y reason or shall have been determined adversely, then and in every such case Debto~ and Secured Pa~ty shall be restored to their former positions and rights hereunde~ with respect to the Equip- ment. . , 18. SECUREO PARTY'S EXPENSES. Oebtor shall pay Secured Party all costs and expenses, including attorneys' fees and court costs, incurred by Secured Pa~ty in exercising anyo uf its ?ights or remedies he~eunder or enforcing any of the terms, conditions or provisions hereof. 19. ASSIGNMENT. Without the prior written consent of Secured Party. Debtor shall not sell, lease, pledge or hypothecate, except as provided in this agreement, any Item of Equipment or any interest therein or auign, transfer, pledge or hypothecate this agreement or any i~terest in this agreement or permit the Equipment to be wbject to any lien, charge or encumbrance of any nature except the security interest of Secured Party contemplated hereby. Oebtor's interest herein is not assignable and shall not be assigned or trans- fe~red by operation of law. Consent to any of the foregoing prohibited acts appiies only in the given instance and is not a consent to any subsequent like act by Oebtor or any other pe?son. All rights of Se~xued Party hereunder may be assigned, pledged, mortgaged, transferred or otherwise disposed of, either in whole or ~in, part, without notice to Debto~ but always, howcver, wbject to the rights of Debtor under this agreement. If Debtor is given notice of any such auignment, Oebtor shall acknowledge receipt thereof in vvriting. I~ the event Secured Party assigns this agreement or the installment payments due or to become due hereunder or any other interest herein, whethe~ as security for any of its indebted- ness or otherwise, no b~each or default by Secured Party he~eunder or purwant to any other agreement between Secu~ed Party arxl Debtor, should there 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 purwe any righis on account thereof solely against Secured Party. No such assignee, unless wch auignee agrees to in writing, shall be obiigated to perform any duty, covenant or condition required to be per- formed by Secured Party under the terms of this agreement. Subject always to the foregoing, this agreement inures to the benefit of, and is binding upon, the heirs, legatees, personal re- presentatives, succeuors a~d auigns of the parties hereto. 20. MARKINGS; PERSONAL PROPERTY. If at a~y time during the term hereof Secured Party supplies Oebtor with labels,.plates, decals or other markings stating that Secured Party has an interest in the Equipment, Debtor shatl affix and keep the same prominent- ly displayed on the Equipment or shall otherwise mark the Equipment or Equipment Lceation or Equipment Locations, as appro- priate, at Secured Party's request to indicate Secured Party's security interest in the Equipment. The Equipment is, and at all times shall remain, personal property notwithstanding that the Equipment or any item thereof may now be, or hereaher become, in any manner affixed or attached to, or embeddecS in, or permanently resting upon real property or any imp~ovement thereof or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or 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 persons claiming any interest in the real property on which such Item is installed or located. 21. LATE CHARGE. If Debior fails to pay any installment payment or any othe~ sum to be paid by Debtor to Secured Party here- under within seven (7) days after the due date thereof, Debtor .shall pay to Secured Party, Secured Party's internal collection oosts relevant to the collection thereof and interest on such unpaid installment or othe~ amount at the rate of Lwelve percent (1296) per annum, or at such lesser 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 Deb.or shall not be entitled to any abate- ~ i ment of installment payments or other payments due hereunder or any reduction thereof under any circumstances or for any reason ~ whatsoever. Oebtor hereby waives any and all existing and future claims, as offsets, against any installment aayments 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 asserted by Qebtor or on its behalf. The obligations and liabilities of Oebtor nereunder shall wrvive the termination of this agreement. 6 24. ADDITIONAL DOCUMENTS. In connection with and in order to perfect and evidence the sea~rity interest in the Equipment ~ granted Secured Party hereunder Debtor shall execute and deliver to Secured Party such financing stater.~ents and similar documents ~ as Secured Party shall request. Debtor authorizes Secured Party where permitted by law to make filirgs of wch financing statemenu without Debtor's signature. Debtor further shall furnish Secured Party: (a) a fiscat year end financial stater.~e~t 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 procure and/or execute, have executed, acknowledge, have acknowledged, deliver to Secured Party, record and file such other documents and showir?gs as Secured Party shall deem neces- sary or desirable to protect its interest in this agreement and the Equipment. _ 25. DEBTOR'S WARRANTIES.' Oebtor certifies and warrants that the financial data and other information which Debtor has wbmitted, or will submit, to Secured Party in connection with this agreement is, or shall be at time of delivery, as appropriate, 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 shali oonstitute the legal, valid and binding obligation, contract and agreement of Debtor enforceable against Debtor in accordance with its respective terms; (b) this ageement and each and every showing provided by or on behalf of Debtor in connection herewith may be relied upon by 5 Secured Party in accordance with the terms thereof notwithstanding the failure of Oebtor or other applicable party to enwre proper ~ attestation fhereto whether by absence of a seal or acknowledgement or otherwise; (c) Debtor has the right, power and authority to ~ g~ant a security interest in the Equipment to Secured Party for the uses and purposes herein set forth; and (d1 each Item of Equip- ~ ment shall, at the time such Item becorreet wbject hereto, be in good repair, condition and working order. 26. ENTIRE AGREEMENT. This instrument constitutes the entire agreement between Secured Party and Debtor and shall not be amended, attered or changed except by a wriiten agreement signed by the parties hereto. ~ 27. NOTICES. Service of all ~otices 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 addreu shall be effective when deposited in the United States mail, duly addressed, with postage prepaid. Debtor shall prompt- ly notify Secured Party of any change in Debtor's address. 28. (iENDER, NUMBER; JOINT AND SEVERAL LIABILITY. Whenever the context of this agreement requires, the masculine gender includes~the feminine or neuter and the singular number indudes the plural; and, whenever the words "Secu~ed Party" are used herein, they shall include all assignees of Secured Party, it being understood that specific reference to "assignee" in paragraph 11 above is for further emphasis. If there is more than one Oebtor named in this a~eement, the liability of each shall be joint and several. e • 29. TJTLES. 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. 8!)~)K31~ ~~~:E2~45 ~