Fillable Security Agreement Template (January 2014) (Page 8 of 11) in pdf

thereof, against the amounts held by Secured Party for the benefit of Grantor, with or without legal

process and with or without prior notice, or demand for performance to take possession of the

Collateral or any portion thereof; and (iii) without liability for trespass, to enter onto any of Grantor’s

premises where such Collateral may be located for the purpose of taking possession of or removing

such Collateral; and (iv) generally, to exercise any and all rights and remedies afforded to a secured

party under the Code and/or other applicable law.

4.3

Application of Proceeds. Secured Party shall apply any Collateral consisting

of cash and the proceeds of any collection or sale of any other Collateral as follows:

FIRST, to the payment of all costs and expenses incurred by Secured Party in

connection with such collection or sale, or otherwise in connection with this Agreement or any other

agreement in connection with the Loan, including, but not limited to, all court costs and reasonable

attorneys’ fees, costs, disbursements and other charges of its agents and legal counsel, whether

incurred in any action or proceeding either between the Parties or between Secured Party and any

third party;

SECOND, to the payment in full of the accrued interest on the Loan;

THIRD, to the payment of the principal of the Loan; and

FOURTH, to Grantor and its successors or assigns, or as a court or agency of

competent jurisdiction may otherwise direct.

Secured Party Appointed Attorney-in-Fact. Upon Grantor’s receipt of written notice

of an Event of Default pursuant to Section 4.2, Secured Party is automatically appointed without any

further action by Grantor to act as attorney-in-fact on behalf of Grantor for the purposes of carrying

out the provisions of this Agreement and taking any action and executing any instrument or other

writing which Secured Party may deem reasonably necessary or advisable to accomplish the

purposes hereof, which appointment is irrevocable and coupled with an interest.

Miscellaneous

6.1

Notices. Notices and other communications provided for herein shall be in

writing and given and mailed or delivered to the appropriate Party at the address specified for such

Party in the Preamble.

6.2

Survival of Agreement. Any and all covenants, agreements, representations

and warranties made by Grantor in this Agreement and in the certificates or other instruments

prepared or delivered in connection with or pursuant to this Agreement shall be considered to have

been relied upon by Secured Party and shall survive the execution and delivery hereof.

6.3

Binding Effect; Assignments. This Agreement shall be binding upon and

inure to the benefit of the Parties hereto and their respective successors and assigns, except, however,

that Grantor shall not, without the prior written consent of Secured Party, assign or delegate any of its

rights, duties, liabilities or obligations under this Agreement or any of its interest herein or in the

Collateral, or any part thereof, or otherwise pledge, encumber or grant any option or right with

respect to the Collateral, or any part thereof, except as expressly permitted under either this

Agreement or the Loan Agreement.

Security Agreement Template (January 2014) Page 8