CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT
▇▇▇▇▇▇ FINANCIAL LEASING, INC. (hereinafter referred to as "▇▇▇▇▇▇") has
purchased one or more conditional sales contracts, lease agreements, chattel
mortgages, security agreements, notes and other choses in action arising from
the bona fide sale, lease or loan to the undersigned Debtor by various vendors,
lenders or lessors, of or on personal property (hereinafter referred to as
"Paper"), and/or ▇▇▇▇▇▇ has made direct loans to or otherwise extended credit to
Debtor evidenced by items of security agreements and notes and/or ▇▇▇▇▇▇ has
leased equipment to the Debtor on various leases and/or schedules thereto.
In consideration for ▇▇▇▇▇▇ having done so and in order to induce ▇▇▇▇▇▇ to make
an additional loan(s) to, or to enter into a lease(s) with, Debtor and/or to
purchase an additional item(s) of Paper (hereinafter collectively referred to as
the "Agreements") and in consideration of ▇▇▇▇▇▇ so doing, and for other good
and valuable consideration, the receipt of which Debtor hereby acknowledges,
Debtor agrees, as follows:
All presently existing and hereafter acquired personal property of Debtor in
which ▇▇▇▇▇▇ has or shall have a security interest, or retained title thereto,
shall secure the payment and performance of all Debtor's liabilities and
obligations to ▇▇▇▇▇▇ of every kind and character, whether joint or several,
direct or indirect, absolute or contingent, due or to become due, and whether
under presently existing or hereafter created Agreements, or otherwise.
Debtor further agrees that ▇▇▇▇▇▇'▇ security interest in or title to the
Collateral covered by any Agreement now held or hereafter acquired by ▇▇▇▇▇▇
shall not be terminated in whole or in part until and unless all indebtedness of
every kind, due or to become due, owed by Debtor to ▇▇▇▇▇▇ is fully paid and
satisfied and the terms of every Agreement have been fully performed by Debtor.
It is further agreed that ▇▇▇▇▇▇ is to retain ▇▇▇▇▇▇'▇ security interest in or
title to all of the Collateral covered by all of the Agreements held or acquired
by ▇▇▇▇▇▇, as security for the payment and performance under each such Agreement
notwithstanding the fact that one or more of such Agreements may become fully
paid.
This instrument is intended to create cross-default and cross-security in favor
of ▇▇▇▇▇▇ between and among all the within described Agreements and all
Collateral securing same.
A default under any Agreement shall be deemed to be a default under all other
Agreements. A default shall result if Debtor fails to pay any sum when due on
any Agreement, or if Debtor breaches any of the other terms and conditions
thereof, or if Debtor becomes insolvent, ceases to do business as a going
concern, makes an assignment for the benefit of creditors, or if a petition for
a receiver or in bankruptcy is filed by or against Debtor, or if any of Debtor's
property is seized, attached or levied upon. Upon Debtor's default, any or all
of the Agreements shall, at ▇▇▇▇▇▇'▇ option, become immediately due and payable
without notice or demand to Debtor of any other party obligated thereon, and
▇▇▇▇▇▇ shall have and may exercise any and all rights and remedies of a secured
party under the Uniform Commercial Code or any other law, statue or regulation
as enacted in the applicable jurisdiction and as otherwise granted to ▇▇▇▇▇▇
under any term or provision of any Agreement. Debtor hereby waives, to the
maximum extent permitted by law, notices of default, notices of repossession and
sale or other deposition of Collateral, and all other notices, and in the event
any such notice cannot be waived, Debtor agrees that if such notice is mailed to
Debtor postage prepaid at the address shown below at least ten (10) days prior
to the exercise by ▇▇▇▇▇▇ of any of ▇▇▇▇▇▇'▇ rights or remedies, such notice
shall be deemed to be reasonable and shall fully satisfy any requirement for
giving notice.
All rights granted to ▇▇▇▇▇▇ hereunder shall be cumulative and not alternative,
shall be in addition to and shall in no manner impair or affect ▇▇▇▇▇▇'▇ rights
and remedies under any existing Agreement, law, statute or regulation.
This Agreement may not be varied or altered nor its provisions waived except by
▇▇▇▇▇▇'▇ duly executed written agreement and it shall be governed and construed
by and under the laws of the state of Illinois. This Agreement shall inure to
the benefit of ▇▇▇▇▇▇'▇ successors and assigns and shall be binding upon
Debtor's heirs, administrators, executors, legal representatives, successors and
assigns.
IN WITNESS WHEREOF, this Agreement has been executed this 26th day of August,
1998.
DEBTOR:
OREGON BAKING COMPANY DBA ▇▇▇▇▇▇ BAKING
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Secretary