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<br />, " <br /> <br />(c) As a supplementary or additional remedy, Secured Party shall also be <br />entitled, without further notice or demand and to the extent permitted by law: <br />(i) to exercise or continue to exercise all of the rights granted to Secured <br />Party in paragraph 8 or (ii) to have a receiver appointed to take charge of <br />all or any part of the Collateral, exercising all of the rights granted to <br />Secured Party in paragraph 8. (d) Secured Party may also cause any of the <br />Collateral to be transferred to or registered in its name or the name of its <br />nominee and, whether or not transferred or registered, may exercise or cause <br />to be exercised all voting powers with respect to such Collateral as if the <br />absolute owner thereof. For this purpose Secured Party is hereby irrevocably <br />appointed Debtor's attorney-in-fact. (e) To the extent allowed by law, Debtor <br />shall pay Secured Party all reasonable expenses of retaking, holding, <br />preparing for sale, selling and the like, including reasonable attorneys' fees <br />and legal expenses, and such costs shall be paid out of the proceeds of <br />disposition of the Collateral. <br /> <br />If Secured Party becomes the owner of any of the Collateral or of any other <br />shares of Maker's stock (whether previously held by Debtor or a third party) <br />by foreclosure or other exercise of its rights as lender to Maker, Secured <br />Party shall not be prohibited from opposing the Water Court applications of <br />any other owner of such shares (including Debtor) to prevent injury to Secured <br />Party's instream flow water rights solely by reason of Section 11.2 of Maker's <br />articles of incorporation (which Debtor acknowledges was not intended to <br />create any such prohibition against Secured Party) or any equivalent <br />provisions, and Debtor waives any right of objection to such opposition on the <br />basis of any such prQvision. The foregoing agreement and waiver shall survive <br />the termination of this agreement but are personal to Secured Party, i.e., <br />they shall grant no rights to any third-party purchaser at foreclosure or any <br />successor or assignee of Secured Party. <br /> <br />Notwithstanding anything to the contrary herein or in the Note, (a) in the <br />event of a default under this security agreement or the Note, Secured Party <br />shall look only to the Collateral for repayment of amounts due hereunder or <br />under the Note, and shall not look to other collateral for the Note, the <br />Debtor or any official, employee, officer, director or shareholder thereof for <br />any amounts determined to be owed, including any deficiencies between the <br />amounts owed and the value of the Collateral; and (b) no portion of any sales <br />proceeds or other monies received by Secured Party hereunder may be applied to <br />any amounts outstanding under the Note other than the Obligations. <br /> <br />12. General. (a) The terms "Debtor," "Secured Party," "Maker," "Collateral," <br />"Obligations" and "Note" are defined in paragraphs 1, 2, 3 and 4. (b) No <br />default shall be waived by Secured Party except in writing and no waiver of <br />any payment or other right under this agreement shall operate as a waiver of <br />any other payment or right. (c) After notice to Debtor Secured Party may <br />assign, transfer or deliver any of the Collateral to any transferee of any of <br />the Obligations, and thereafter shall be fully discharged from all <br />responsibility with respect to such Collateral. The transferee shall be <br />vested with all the powers and rights of Secured Party hereunder with respect <br />to such Collateral, but Secured Party shall retain all rights and powers <br /> <br />E-4 <br />