SIMILAR OFFICIAL OF BORROWER OR
OF ANY SUBSTANTIAL PART OF ITS PROPERTY, OR BORROWER'S MAKING OF AN ASSIGNMENT
FOR THE BENEFIT OF CREDITORS, OR THE TAKING OF CORPORATE ACTION IN FURTHERANCE
OF SUCH ACTION;
(D)
THE LOSS, THEFT, DAMAGE OR DESTRUCTION OF,
OR SALE (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS), LEASE OR FURNISHING
UNDER A CONTRACT OF SERVICE OF, ANY MATERIAL PORTION OF THE COLLATERAL;
(E)
THE CREATION (WHETHER VOLUNTARY OR
INVOLUNTARY) OF, OR ANY ATTEMPT TO CREATE, ANY LIEN UPON ANY OF THE COLLATERAL,
OTHER THAN THE PERMITTED LIENS, OR ANY LEVY, SEIZURE OR ATTACHMENT OF ANY
MATERIAL PORTION THEREOF;
(F)
THE OCCURRENCE AND CONTINUANCE OF ANY
DEFAULT UNDER ANY LEASE OR AGREEMENT FOR BORROWED MONEY THAT GIVES THE LESSOR OR
THE CREDITOR OF SUCH INDEBTEDNESS, AS APPLICABLE, THE RIGHT TO ACCELERATE THE
LEASE PAYMENTS OR THE
INDEBTEDNESS, AS APPLICABLE, OR THE RIGHT TO EXERCISE ANY
RIGHTS OR REMEDIES WITH RESPECT TO ANY OF THE COLLATERAL; OR
(G)
THE ENTRY OF ANY JUDGMENT OR ORDER AGAINST
BORROWER WHICH REMAINS UNSATISFIED OR UNDISCHARGED AND IN EFFECT FOR THIRTY (30)
DAYS AFTER SUCH ENTRY WITHOUT A STAY OF ENFORCEMENT OR EXECUTION.
2.
RIGHTS AND REMEDIES ON EVENT OF
DEFAULT.
(A)
DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, LENDER SHALL HAVE THE RIGHT, ITSELF OR THROUGH ANY OF ITS AGENTS, WITH
OR WITHOUT NOTICE TO BORROWER (AS PROVIDED BELOW), AS TO ANY OR ALL OF THE
COLLATERAL, BY ANY AVAILABLE JUDICIAL PROCEDURE, OR WITHOUT JUDICIAL PROCESS
(PROVIDED, HOWEVER, THAT IT IS IN COMPLIANCE WITH THE UCC), TO EXERCISE ANY AND
ALL RIGHTS AFFORDED TO A SECURED PARTY UNDER THE UCC OR OTHER APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LENDER SHALL HAVE THE RIGHT TO
SELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE COLLATERAL, EITHER AT PUBLIC
OR PRIVATE SALE, IN LOTS OR IN BULK, FOR CASH OR FOR CREDIT, WITH OR WITHOUT
WARRANTIES OR REPRESENTATIONS, AND UPON SUCH TERMS AND CONDITIONS, ALL AS
LENDER, IN ITS REASONABLE DISCRETION, MAY DEEM ADVISABLE, AND IT SHALL HAVE THE
RIGHT TO PURCHASE AT ANY SUCH
9
SALE.
BORROWER AGREES THAT A NOTICE SENT AT LEAST FIFTEEN (15) DAYS BEFORE THE
TIME OF ANY INTENDED PUBLIC SALE OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR
OTHER DISPOSITION OF THE COLLATERAL IS TO BE MADE SHALL BE REASONABLE NOTICE OF
SUCH SALE OR OTHER DISPOSITION.
THE PROCEEDS OF ANY SUCH SALE, OR OTHER
COLLATERAL DISPOSITION SHALL BE APPLIED, FIRST TO THE EXPENSES OF RETAKING,
HOLDING, STORING, PROCESSING AND PREPARING FOR SALE, SELLING, AND THE LIKE, AND
TO LENDER'S REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES, AND THEN TO THE
SECURED OBLIGATIONS AND TO THE PAYMENT OF ANY OTHER AMOUNTS REQUIRED BY
APPLICABLE LAW, AFTER WHICH LENDER SHALL ACCOUNT TO BORROWER FOR ANY SURPLUS
PROCEEDS.
IF, UPON THE SALE OR OTHER DISPOSITION OF THE COLLATERAL, THE
PROCEEDS THEREOF ARE INSUFFICIENT TO PAY ALL AMOUNTS TO WHICH LENDER IS LEGALLY
ENTITLED, BORROWER SHALL BE LIABLE FOR THE DEFICIENCY,