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out limuanon, original contratts, orders, invoices, checks, drafts, notes, letters of credit, documents, warehouse receipts. bills of lading, shipping
<br />reccipss, dock receipts, delivery tickets and documenrs made available to us for [he purpose of ultimate salt or exchange of Inventory or for [he
<br />purpose of loading, unloading, storing, shipping, rruuhipping, manufac[uring, processing or o[herwix dealing wi[h Inventory N a rrsama preliminary
<br />ro their sale or exchange; (c) all books, records, other property and general intangibles relating to the foregoing; and (d) all Oroduty and proceeds
<br />of the foregoing in my form, including wi[hou[ Gmintio4 insurantt proceeds and any claims against third parties for loss or damage « i or destruc•
<br />tion of any or all of the foregoing.
<br />2.2. We hereby recognize and admi[ [hat until all of the Obligations have been fully and indefeuibty paid and discharged, yrou maybe
<br />deemed to have absolu[e ownership in and unqualified righ[ to the possession and disposal of the following: (a) all property shipped under or
<br />pursuant ro or in connec[ion wish any Crcdi[ or in any way related thereto and, including, but not limited to, [he documenrs, drafts or acceptances
<br />drawn thereunder, whether or nor released ro us. (b) in and to all shipping documents, warehoux receipts, policies, or certificates of insurance
<br />and other documenrs accompanying or relarrve [o documents, drafts or a¢epunees drawn antler or relating to any Credi[, and (c) all proceeds
<br />of each of [he foregoing.
<br />2.3. You may, on or afro occurrence of any Event of Defaul6 exercix any or alt of your rights of ownenhiD• including the rights
<br />of possession and sale err other disposition, with or without notice [o us, without liability to you and en[irely at our expense and withou[ relieving
<br />us from any Obligations.
<br />Section 3. ADDITIONAL REPRESENTAT10N5, WARRANTIES AND COVENANTS.
<br />We hereby represent, warrant and covenant to you the following (which shall survive the execution and delivery of this Supplement), [he
<br />[rush and accuraq of which, or compliance with, being a continuing condition of the making of loans by you under the Agreentens or any supple
<br />ment therc[o and the extension by you of each Credi[ and other (nancial atcommodarions pursuant hereto:
<br />3.1. All sales of any Inventory shall be made by us only in the ordinary course of business and she Accounts arising tram such sales
<br />and proceeds thereof shall be and arc hereby tranakrted and assigned [o you and we confirm than your Gm and securi[y in[erest ex[ends and at-
<br />taches ro those Accounts and proceeds.
<br />3.2. Except as you may o[herwise spedfisally consort in writing prior to the opening or issuance of any Credit, all Credit shall be
<br />opened or issued [o corer the actual purchax and delivery of Inventory solely for our accoun[.
<br />3.3 All shipments made under any Crcdir arc in attordmce with the governmenul laws and regulatiom of the counuies in which
<br />the shipmenu origrnare and laminate, and are not prohibited by say such laws and regulations.
<br />I.a. We assume all risk, liability and mponsibiliry tor, and agree to pay and dixlurge, all present and future local, scsre, federal or
<br />foreign taxes, du[ies, or Imes. Any embargq rcsVicrion, laws, eus[oms or rcguations of say country, rasa city, or other polisial subdivision,
<br />where the Collateral is or may be looted, or wherein paymeau are to be roads or wherein drafts may be drawn, negotiated, acttDted, or paid,
<br />shall be solely our risk. liability snd mpomibility.
<br />3.3. All documents, instrumeou, notita and stataoenu rcla[ing ro any Credit and/or the Collateral. if any. shall at your request,
<br />be promptly delivered to you.
<br />3.fi. We shall procure promptly, or oux [o be procured, any necessary licenses for Ne shipping of goods and comply or cause any
<br />drawer under, or beneficiary of, any Credit (or .ay sruuferee or assignee thereof), to eomDiy wi[h all foreign and domestic govemmenW laws
<br />and regulations is regard to the shipping of the Inventory, the financing thereof or payment therefor, including governmeoul laws and regulations
<br />pertaining to transsniona involving derigaated lordgn countries or that nationals and m furnish such certifiotes in [hat mpecs as you err any
<br />bank or other issuer or cormpondens mry at any time require.
<br />3.7. The only laosioru of arty Colareral art shox addresses listed on f xh i b f to annexed heron and made a Dan hereof. Exh i b 1 L
<br />A sns forth the owner and/or operator of the premises at such addmses, for all lootions which we do ao[ own and operate and all mortgages,
<br />if any, with mpeet so she premises. We shall not remove arty Collateral form such lootioas, without your prior written consort. ezeeps for sates
<br />of Inventory in she ordinary eourx of our business.
<br />3.g. We shall at alt times maintain wish finanrially sovad and repuuble insurer, nsualry and harard imurantt with respect to she
<br />Collasml for not less than iu full mattes value and agaurrt all rub m whic4 it may be aposed. All such insuraao poliries shall be in such
<br />form, subsunce amoun[s and coverage u may be sasufanory ro you and shall provide for ten (10) dari~ minimum prior txncellation notice in
<br />writing [o you. You may an u attomry for us in obtaining, adjsrsting, settling, amending sad aneelGng such insurance We sAa11 promptly (a)
<br />obtain endorsements ro all aisting and fu[urc iasurana poGdes with mpen m the Co0atml specifying tha[ the Dratteds of such insurance shall
<br />tle payable to you a your iareresu rary appeu and further specifying that you sball be paid regardleu of my an, omission or breach of warranty
<br />by us, (b) deliver to you an original orecuted copy of, or tsretvted cenifiote of the iasuraaee carrier with mpett tq such mdonement and, u
<br />your requers, the original or a certified dupliote copy of she uadalyiag insstranee potty sad (c) deliver ro you such oche evidenor which is satis-
<br />6nory royou of t:ompliaaa wish the Provision hereof.
<br />3.9. Nb shall promptly notify you in writing of the deuib of say loss, damage, ivvestipsio4 aetio4 suit, proceeding nr claim relating
<br />m the ColLteral or which woWd resWt is any material adverse change in our business, assets, goodwill or eondiuo4 furanrJal or otherwise
<br />3.10. At your opdoa You mry apply arty ituuraoee monies received ar any time m the cost o! repair ro or rephrcemens for [he
<br />Immrory and / or to payment of soy of the Obligations, whether or nos due, in avy order and is such mama u you, in your sole discretion.
<br />may dereradne
<br />7.11. Upon your request, at arty rime and form tfine m titot we sha1L u our sole tort and exPertx. aaarre and daiw.r to you wrium
<br />reports or appraisals u to the Inventory Cuing afl loeadons, items and oregoria thereof, daaibing the roadision of same and setting forth the
<br />lower of eort or fau markst value Nersof, in such form u is satisfactory m you.
<br />3.12. We dull (a) use, rtorc and mainWn the Inventory with all sz>sonable ease and caution and (b) use the lavenrory for lawful
<br />purposes odY and in coaforrtdry wish apphsaible laws, ordinaacn, regulations and insurance poGdes.
<br />7.13. We assume all respoosibili[y and Iiabiliry arising from or relating to the use. We or other dupaition of the Inwmtory and other
<br />Collateral.
<br />SeeUoa a. INDEMNIFICATION AND RELEASE.
<br />a.l. We shall and do hereby indemnify you and hold you harmless from and apintt, sad agree m pay you on dmsand the amoum
<br />of, any and all Intact, cons, claims, demands, oases of actio4 IubiliGes or apenxs (eolketively, °l.iabihties") which you may suffer or incur
<br />wising from or in connection with any transaeriom or ottvrrenca rcfaang ro arty Credit, the Collateral and any documents, drafts or acupunm
<br />thereunder or relating them4 inUuding, ben not limited to, Liabilities due m ray action uken by any bank or mho issues or rnrmpondens with
<br />mpect to any Credit. Nie further agree to sad do hereby rdeax and hold you harmless for any acv, waivers, ertors, delari or omissions, whether
<br />oared by you, by any bank or other issues err cormpondent or otherwix with mpect ro or re4ting to any Credit. Our uncondi[ional obliption
<br />so you hereunder shall not be modified or diminished for any reason or in any manna whatsoever, except for your own wi11fW misconduct or
<br />gross negligmtx Arry fees, commissions or. other charges made to you with mpecs m arty Credit or other Obligations by any bank or other issues
<br />or cormDOndms thereof shall be conclusive and may be charged by you ro say of our accomtls) mainuined by you.
<br />4.2. The draver under or beneficary of any Crcdir (or any assignee or transferee [hereof) shall be deemed our agem and we usume
<br />all risk, loss. liabilities, charges and expenses with respect ro shat alts or omissions,
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