COLLECTION.
5.
WE SHALL BE IN DEFAULT UNDER THIS AGREEMENT UPON THE HAPPENING OF
ANY OF THE FOLLOWING EVENTS OR CONDITIONS, EACH SUCH EVENT OR CONDITION AN
"EVENT OF DEFAULT" (A) WE SHALL FAIL TO PAY WHEN DUE OR PUNCTUALLY PERFORM ANY
OF THE OBLIGATIONS; (B) ANY COVENANT, WARRANTY, REPRESENTATION OR STATEMENT MADE
OR FURNISHED TO YOU BY US OR ON OUR BEHALF WAS FALSE IN ANY MATERIAL RESPECT
WHEN MADE OR FURNISHED; (C) THE LOSS, THEFT, SUBSTANTIAL DAMAGE, DESTRUCTION,
SALE OR ENCUMBRANCE TO OR OF ANY OF THE COLLATERAL OR THE MAKING OF ANY LEVY,
SEIZURE OR ATTACHMENT THEREOF OR THEREON
EXCEPT TO THE EXTENT SAID LEVY,
SEIZURE OR ATTACHMENT DOES NOT SECURE INDEBTEDNESS IN EXCESS OF $100,000 AND
SUCH LEVY, SEIZURE OR ATTACHMENT HAS NOT BEEN REMOVED OR OTHERWISE RELEASED
WITHIN
10 DAYS
OF THE CREATION OR THE ASSERTION THEREOF; (D) WE SHALL BECOME
INSOLVENT, CEASE OPERATIONS, DISSOLVE, TERMINATE OUR BUSINESS EXISTENCE, MAKE AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS, SUFFER THE APPOINTMENT OF A RECEIVER,
TRUSTEE, LIQUIDATOR OR CUSTODIAN OF ALL OR ANY PART OF OUR PROPERTY; (E) ANY
PROCEEDINGS UNDER ANY BANKRUPTCY OR INSOLVENCY LAW SHALL BE COMMENCED BY OR
AGAINST US AND IF COMMENCED AGAINST US SHALL NOT BE DISMISSED WITHIN 30 DAYS;
(F) WE SHALL REPUDIATE, PURPORT TO REVOKE OR FAIL TO PERFORM ANY OF OUR
OBLIGATIONS UNDER THE NOTE; OR (G) AN EVENT OF DEFAULT SHALL HAVE OCCURRED UNDER
AND AS DEFINED IN THE NOTE.
6.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT AND AT ANY TIME
THEREAFTER, YOU MAY DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND PAYABLE AND YOU
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,
YOU WILL HAVE THE RIGHT TO TAKE POSSESSION OF THE COLLATERAL AND TO MAINTAIN
SUCH POSSESSION ON OUR PREMISES OR TO REMOVE THE COLLATERAL OR ANY PART THEREOF
TO SUCH OTHER PREMISES AS YOU MAY DESIRE.
UPON YOUR REQUEST, WE SHALL ASSEMBLE
THE COLLATERAL AND MAKE IT AVAILABLE TO YOU AT A PLACE DESIGNATED BY YOU.
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 US EITHER AT OUR ADDRESS SHOWN HEREIN OR AT ANY ADDRESS APPEARING
ON YOUR RECORDS FOR US.
ANY PROCEEDS OF ANY DISPOSITION OF ANY OF THE
COLLATERAL SHALL BE APPLIED BY YOU 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 EXPENSE OF RETAKING,
HOLDING, PREPARING FOR SALE, SELLING, AND THE LIKE, AND ANY BALANCE OF SUCH
PROCEEDS MAY BE APPLIED BY YOU TOWARD THE PAYMENT OF THE OBLIGATIONS IN SUCH
ORDER OF APPLICATION AS YOU MAY ELECT, AND