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

contribution, or otherwise) until all the Secured Obligations shall have been fully paid to Lender. 19. Lender's Duties. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Unless otherwise required by law, Borrower has the risk of loss of the Collateral, 4818-7474-6906.1 6 and Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to any Collateral. 20. Miscellaneous. Borrower and Lender further agree as follows: (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska without regard to conflict of laws principles, except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of Nebraska. (b) Non-Waiver. Waiver of or acquiescence by Lender in any default by Borrower, or failure of Lender to insist upon strict performance by Borrower of any warranties, agreements or other obligations contained in this Agreement shall not constitute a waiver of any subsequent or other default, failure or waiver of strict performance, whether similar or dissimilar. (c) Modifications. No modification of any provision of this Agreement, no approvals required from Lender and no consent by Lender to any departure therefrom by Borrower shall be effective unless such modification, approval or consent shall be in writing and signed by a duly authorized officer of Lender, and the same shall then be effective only for the period and on the conditions and for the specific instances and purposes specified in such writing. No notice to or demand on Borrower .in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. (d) Severability: Additional or Contrarv Provisions. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid. under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. In the event that there are any contrary provisions within this Agreement as compared to any other terms set forth in the other · Loan Documents, the term(s) most beneficial to the Lender shall apply. Additionally, Borrower hereby reaffirms all representations, warranties and covenants set forth in the other Loan Documents for the benefit of Lender under the terms of this Agreement, and all such representations, warranties and covenants are hereby incorporated by reference. (e) Notices. Except as otherwise provided in this Agreement, any notice, consent or other communication required or permitted under this Agreement shall be deemed given when (i) delivered personally; (ii) three (3) days after being sent by certified or registered mail; or (iii) one (1) day after being sent by nationally recognized overnight courier. Rejection or other refusal to accept or the inability to deliver because of change of address of which no notice was given shall be deemed to constitute receipt of the communication sent. Names and addresses for notices unless and until written notice of other names, addresses and facsimile numbers are provided by either or both parties are as follows: 4818-7474-6906.1 7  If to Lender: If to Borrower: Nationwide Capital, LLC Okaloosa County, Florida 11128 John Galt Blvd. - Ste. 200 302 Wilson St. N. - Ste. 102 Omaha, NE 68137 Crestview, FL 32536 Fax: (402) 970-1291 Fax No.: (850) 651-7275 (f) Rights and Remedies Cumulative. The rights and remedies of Lender under this Agreement are cumulative and are not in lieu of, but are in addition to any other rights or remedies which Lender shall have under the Loan Documents or any other instrument, or at law or in equity. No course of dealing between Lender and Borrower or any failure or delay on the part of Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of Lender and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder. (g) Costs of Enforcement. In the event that Lender shall retain or engage an attorney or attorneys to collect or enforce or protect its interests with respect to this Agreement or any instrument or document delivered pursuant to this Agreement, including the representation of Lender in connection with any bankruptcy, reorganization, receivership or any other action affecting creditor's rights, and regardless of whether a suit or action is commenced, Borrower shall pay all of the costs and expenses of such collection, enforcement or protection, including attorney fees, and Lender may take judgment for all such amounts. (h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Lender and its successors and assigns and Borrower and its heirs, successors and permitted assigns. (i) Assignment: Sale of Interest. Borrower hereby consents to Lender's participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Agreement, ·Or of any portion hereof or thereof, including, without limitation, Lender's rights, title, interests, remedies, powers and duties hereunder. U) Fees and Expenses. Borrower shall pay all out of pocket costs and expenses, including attorney fees, incurred by Lender in connection with the preparation of this Agreement and any document or instrument delivered pursuant to or in connection with this Agreement and all related documentation, recording or filing fees. Borrower shall also pay all like costs and expenses incurred by Lender in connection with any amendments, waivers, renewals or modifications of or made pursuant to this Agreement or any document or instrument delivered pursuant to or in connection with this Agreement and all other related documentation. (k) Reinstatement of Obligations. Borrower expressly agrees that to the extent a payment or payments to Lender, or any part thereof, are subsequently invalidated, declared to be void or voidable, set aside and are required to be repaid to a trustee, custodian, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied and any collateral given therefore including this Agreement shall be revived and continued in full force and effect as if said payment had not been made. 4818-7474-6906. 1 8  (I) Financing Statement. At the option of Lender, this Agreement, or a carbon, photographic or other reproduction of this Agreement or of any UCC financing statement covering the Collateral or any portion thereof, shall be sufficient as a UCC financing statement and may be filed as such. (m) Consent to Forum. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE COURT LOCATED WITHIN DOUGLAS COUNTY, NEBRASKA OR FEDERAL COURT IN THE DISTRICT OF NEBRASKA AND CONSENTS THAT IT MAY BE SERVED WITH ANY PROCESS OR PAPER BY REGISTERED MAIL OR BY PERSONAL SERVICE WITHIN OR OUTSIDE THE STATE OF NEBRASKA IN ACCORDANCE WITH APPLICABLE LAW. FURTHERMORE, BORROWER WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING THAT IT JS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT OR RESTRICT THE RIGHT OF LENDER TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE WHERE BORROWER IS A POLITICAL SUBDIVISION, OR IN ANY OTHER STATE, TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER THE LOAN DOCUMENTS. (n) Waiver of Jury Trial. BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH LENDER ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SECURED OBLIGATIONS OR LENDER'S CONDUCT JN RESPECT OF ANY OF THE FOREGOING. [The Remainder of this Page Intentionally Left Blank. Signature Page to Follow.] 4818-7474-6906.1 9  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. BORROWER: By: _ _ _ __ _ __ _ _ _ _ _ __ Its:. _ __ _ _ _ _ _ _ _ __ _ _ _ _ ACKNOWLEDGED: NATIONWIDE CAPITAL, LLC, a Delaware limited liability company 4818-7474-6906.1  EXHIBIT "A" Equipment Description Qty Model DS200 Digital Image Scanner with Plastic Ballot Box with Steel Door and e-Bin, Reverse Wound Paper Roll, and 4GB 60 Jump Drive Model DS850 High Speed Digital Image Scanner with Steel Table, Report Printer, Audit Printer, Battery Backup, Two (2) 1 USB Cables, Three (3) 8GB Jump Drives, Start-Up Kit, and Dust Cover AutoMARK Voter Assist Terminal with TranSport Case, Power Card, Ink Cartridge, 1GB Flashcard, Headset, and Two (2) 60 Privacy Sleeves ElectionWare - PYO Standard 1 Model 08200 Wireless Modem (Verizon) 60 4GB Jump Drives 20 8GB Jump Drives 15 EVS 4.5.0.0 PYO Network System 1 4818-7474-6906.1  EXHIBIT "B" Collateral Location(s) 4818-7474-6906.1