MAKING OF
ANY LEVY, SEIZURE OR ATTACHMENT THEREOF OR THEREON EXCEPT TO THE EXTENT:
(I)
SUCH LOSS IS COVERED BY INSURANCE
PROCEEDS WHICH ARE USED TO REPLACE THE ITEM OR REPAY LAURUS; OR
(II)
SAID LEVY, SEIZURE OR ATTACHMENT DOES NOT
SECURE INDEBTEDNESS IN EXCESS OF $100,000 IN THE AGGREGATE FOR ALL ASSIGNORS AND
SUCH LEVY, SEIZURE OR ATTACHMENT HAS BEEN REMOVED OR OTHERWISE RELEASED WITHIN
TEN (10) DAYS OF THE CREATION OR THE ASSERTION THEREOF;
(D)
AN EVENT OF DEFAULT SHALL HAVE OCCURRED
UNDER AND AS DEFINED IN ANY DOCUMENT.
5.
UPON THE OCCURRENCE OF ANY EVENT OF
DEFAULT AND AT ANY TIME THEREAFTER, LAURUS MAY DECLARE ALL OBLIGATIONS
IMMEDIATELY DUE AND PAYABLE AND LAURUS SHALL HAVE THE REMEDIES OF A SECURED
PARTY PROVIDED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW
YORK, THIS AGREEMENT AND OTHER APPLICABLE LAW.
UPON THE OCCURRENCE OF ANY EVENT
OF DEFAULT AND AT ANY TIME THEREAFTER, LAURUS WILL HAVE THE RIGHT TO TAKE
POSSESSION OF THE COLLATERAL AND TO MAINTAIN SUCH POSSESSION ON ANY ASSIGNOR'S
PREMISES OR TO REMOVE THE COLLATERAL OR ANY PART THEREOF TO SUCH OTHER PREMISES
AS LAURUS MAY DESIRE.
UPON LAURUS' REQUEST, EACH ASSIGNOR SHALL ASSEMBLE OR
CAUSE THE COLLATERAL TO BE ASSEMBLED AND MAKE IT AVAILABLE TO LAURUS AT A PLACE
DESIGNATED BY LAURUS.
IF ANY NOTIFICATION OF INTENDED DISPOSITION OF ANY
COLLATERAL IS REQUIRED BY LAW, SUCH NOTIFICATION, IF MAILED, SHALL BE DEEMED
PROPERLY AND REASONABLY GIVEN IF MAILED AT LEAST TEN (10) DAYS BEFORE SUCH
DISPOSITION, POSTAGE PREPAID, ADDRESSED TO THE APPLICABLE ASSIGNOR EITHER AT
SUCH ASSIGNOR'S ADDRESS SHOWN HEREIN OR AT ANY ADDRESS APPEARING ON LAURUS'
RECORDS FOR SUCH ASSIGNOR.
ANY PROCEEDS OF ANY DISPOSITION OF ANY OF THE
COLLATERAL SHALL BE APPLIED BY LAURUS TO THE PAYMENT OF ALL EXPENSES IN
CONNECTION WITH THE SALE OF THE COLLATERAL, INCLUDING REASONABLE ATTORNEYS' FEES
AND OTHER LEGAL EXPENSES AND DISBURSEMENTS AND THE REASONABLE EXPENSES OF
RETAKING, HOLDING, PREPARING FOR SALE, SELLING, AND THE LIKE, AND ANY BALANCE OF
SUCH PROCEEDS MAY BE APPLIED BY LAURUS TOWARD THE PAYMENT OF THE OBLIGATIONS IN
SUCH ORDER OF APPLICATION AS LAURUS MAY ELECT, AND EACH ASSIGNOR SHALL BE LIABLE
FOR ANY DEFICIENCY.
FOR THE AVOIDANCE OF DOUBT, FOLLOWING THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, LAURUS SHALL HAVE THE IMMEDIATE
RIGHT TO WITHDRAW ANY AND ALL MONIES CONTAINED IN ANY DEPOSIT ACCOUNT IN THE
NAME OF ANY ASSIGNOR AND CONTROLLED BY LAURUS AND APPLY SAME TO THE REPAYMENT OF
THE OBLIGATIONS (IN SUCH ORDER OF APPLICATION AS LAURUS MAY ELECT).
4
6.
IF ANY ASSIGNOR DEFAULTS IN THE
PERFORMANCE OR FULFILLMENT OF ANY OF THE TERMS, CONDITIONS, PROMISES, COVENANTS,
PROVISIONS OR WARRANTIES ON SUCH ASSIGNOR'S PART TO BE PERFORMED OR FULFILLED
UNDER OR PURSUANT TO THIS MASTER SECURITY AGREEMENT, LAURUS MAY, AT ITS OPTION
WITHOUT WAIVING ITS RIGHT TO ENFORCE THIS MASTER SECURITY AGREEMENT ACCORDING TO
ITS TERMS, IMMEDIATELY OR AT ANY TIME THEREAFTER AND WITHOUT NOTICE TO ANY