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