Okaloosa County BOCC — September 15, 2015 — Security Agreement — reading text

Statement and Others Acts. Borrower irrevocably authorizes Lender at any time and from time to time to file financing or continuation statements and/or amendments thereto and Borrower shall execute and deliver such other instruments and documents as may be requested by Lender to perfect, confirm and further evidence the security interest and assignments hereby granted and shall pay the fees incurred in filing all such financing statements or other instruments or documents. If any applicable law requires the registration of the Collateral or the issuance of a certificate of title therefor or both, Borrower agrees to promptly comply with such law(s) and shall cause notice of the security interest of Lender to be shown on any such certificate of title and will join in executing such application for the title forms as Lender shall require. Upon request of Lender, Borrower will promptly do all other acts and things, and will execute and file all other instruments deemed necessary by Lender under applicable law to establish, maintain and continue Lender's perfected first priority security interest in the Collateral and to effectuate the intent of this Agreement and will pay all costs and expenses of filing and recording or promptly reimburse Lender if such costs and expenses are incurred by Lender, including the costs of any searches deemed necessary by Lender to establish, determine or maintain the validity and the priority of the security interest of Lender, and pay or otherwise satisfy all other claims and charges which in the opinion of Lender might prejudice, imperil or otherwise affect the Collateral or Lender's security interest therein. 13. Undertakings by Lender. Lender may from time to time, at its sole option, and without notice to Borrower, perform any undertaking of Borrower hereunder which Borrower shall fail to perform and take any other action which Lender deems necessary for the maintenance or preservation of any of the Collateral or the interest of Lender therein (including, without limitation, the discharge of taxes or liens of any kind against the Collateral or the procurement of insurance) and Borrower agrees to forthwith reimburse Lender, on demand, for all expenses of Lender in connection with the foregoing, together with interest thereon at a per annum rate equal to the highest rate of interest applicable to any of the Secured Obligations secured hereby, until reimbursed by· Borrower and all amounts not so reimbursed shall be added to and become a part of the Secured Obligations secured hereby. Lender may, for the foregoing purposes, act in its own name or that of Borrower and may also act for the purpose of adjusting or settling any policy of insurance on the Collateral, or endorsing any draft received in connection therewith. For all of the foregoing purposes, Borrower hereby grants to any officer or employee of Lender its power of attorney coupled with an interest, irrevocable so long as any of the Secured Obligations secured hereby shall be outstanding. 14. Identification of Collateral. Upon request of Lender, Borrower will stamp on its records concerning the Collateral, a notation, in form satisfactory to Lender, of the security interest of Lender hereunder, and when requested by Lender, Borrower shall further affix to the Collateral such signs or labels as shall be satisfactory to Lender to indicate the security interest of Lender in the Collateral. 15. Default. Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions (each of which is an "Event of Default"): 4818-7474-6906.1 4  (a) An Event of Default, as defined and des·cribed in any of the Loan Documents (as defined in the Loan Agreement), shall have occurred; or (I?) Breach or failure to perform by Borrower of any covenant, promise, condition, obligation or liability contained or referred to herein, or in any of the Loan Documents, in the Secured Obligations secured hereby or in any other agreement to which Borrower and Lender are parties. 16. Remedies. Upon the occurrence of an Event of Default under this Agreement, Lender may at its option, without notice or demand, declare the Secured Obligations secured hereby immediately due and payable and Lender, upon the occurrence of any such default, may exercise any and all of the rights and remedies of a secured party under the UCC. Lender may take immediate possession of the Collateral or any part thereof wherever the same may be found, and for said purposes may, and is hereby appointed Borrower's agent and authorized by Borrower to, enter Borrower's premises for the purpose of removing, assembling or taking possession of the Collateral without liability for trespass or any other right of action by reason of taking possession of said Collateral. Whenever the Collateral is in Lender's possession, Lender may use and operate same as appropriate for the purpose of protecting Lender's interest with respect thereto. In addition, if any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, Lender shall have the right at its option to do such rebuilding, repairing, preparation, processing or completion of manufacturing on or off Borrower's premises, for the purpose of putting the Collateral in such saleable form as Lender shall deem appropriate. Lender may require Borrower, at Borrower's expense, to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Borrower agrees to pay all costs of Lender in the collection of the Secured Obligations and enforcement of Lender's rights hereunder, including reasonable attorney's fees and legal expenses, and of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. Any notice of any sale, lease, or other disposition, or other intended action by Lender shall be deemed reasonable if it is in writing and deposited in the United States mail at least ten (10) days in advance of the intended disposition or other intended action or, with respect to a private sale, at least ten ( 10) days in advance of the date after which a private sale or sales shall occur, first class postage prepaid, addressed to Borrower at the address set forth in Section 201el hereof or to any other address of Borrower appearing on the records of Lender. At any sale, Lender may specifically disclaim any warranties including of title or the like. Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance or lack thereof will not be considered adversely to affect the commercial reasonableness of any sale or disposition of the Collateral. Borrower waives all rights to require any marshalling of assets. Lender shall also have the right to apply for and have a receiver appointed by a court of competent jurisdiction to enforce its rights and remedies hereunder in order to manage, protect and preserve the Collateral, continue the operation of the business of Borrower, and to collect all revenues and profits thereof and apply the same to the payment of (i) all expenses and other charges of such receivership, including the compensation of the receiver, and (ii) the Secured Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. Lender may notify any and all parties obligated on any Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly to Lender. Lender may settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on such Collateral; sue to enforce payments and prosecute any action or 4818-7474-6906.1 5 proceeding with respect to the Collateral in its own name or the name of Borrower; and extend the time of payment, make allowance and adjustments, and issue credits in its own name or the name of Borrower. The proceeds of any sale shall be applied in the following order: first, to pay all costs and expenses of every kind for care, safekeeping, collection, sale, delivery or otherwise (including expenses incurred in the protection of Lender's title to or lien upon or right in any property, expenses for legal services of any kind in connection therewith or in making any such sale or sales, insurance, commission for sale and guaranty), then to interest on the Secured Obligations or indebtedness of Borrower to Lender; then to the principal thereof, whether or not such Secured Obligations or indebtedness are due or accrued. Any remaining surplus shall be paid to whomever shall be legally entitled thereto. Application of proceeds as between particular Secured Obligations or indebtedness to Lender shall be in the absolute and sole discretion of Lender. If the proceeds of any such sales are insufficient to pay the Secured Obligations, Borrower shall remain liable for the deficiency. 17. Waivers by Borrower. Borrower hereby waives notice of Lender's acceptance hereof and notice of the creation, existence and payment or nonpayment of the Secured Obligations. No act or thing, including, without limitation, the following acts or things (which Lender is authorized to do or not to do with or without notice to Borrower) shall in any way affect or impair the Lender's security interest in the Collateral or Borrower's liabilities and obligations hereunder: (a) any extension or renewal (whether or not for longer than the original period) of any or all of the Secured Obligations; (b) any change in the terms of payment or other terms of any or all of the Secured Obligations or any collateral therefor, or any substitution or exchange of any evidence of any or all of the Secured Obligations or collateral therefor, or any release of any collateral for any or all of the Secured Obligations; (c) any waiver or forbearance granted to any other person liable with respect to any or all of the Secured Obligations or any release of, compromise with, or failure to assert rights against any such other person; (d) the procurement or failure to procure any other collateral for or guarantors or sureties of any or all of the Secured Obligations; (e) the transfer to any person, at any time, of any interest in any of the Secured Obligations or any collateral therefor; (f) the failure or neglect to protect or preserve any Secured Obligation or any collateral therefor, or to exercise any right which may be available to Lender by law or agreement prior to or after an Event of Default or a default under any other agreement, or any delay in doing any of the foregoing; and (g) the application or failure to apply in any particular manner any payments or credits upon the Secured Obligations. 18. Other Collateral. Whether or not Borrower requests or demands that Lender do so, Lender shall not be required before exercising and enforcing its rights under this Agreement first to resort for payment of the Secured Obligations to any guarantor or surety or other person obligated with respect to any Secured Obligation, or to their properties or estates, or to any security interest or other collateral securing payment of any or all of the Secured Obligations or to any other interests, properties, liens, rights or remedies whatsoever. · Borrower agrees to defer exercising, and hereby waives, any and all rights which Borrower might otherwise have to obtain reimbursement or payment from other persons obligated with respect to any or all of the Secured Obligations or out of the property of such other persons (whether such rights to obtain reimbursement or payment are rights of recourse, rights of subrogation, rights of