OF THE OBLIGATIONS AND/OR ANY OF THE COLLATERAL
EXCEPT TO THE EXTENT CAUSED BY YOUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
4.
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 AND SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF
THREE (3) DAYS FOLLOWING ANY FAILURE TO MAKE PAYMENT, OR FOR A PERIOD OF THIRTY
(30) DAYS FOLLOWING DEFAULT FOR ANY OTHER SUCH FAILURE;
(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:
(I)
SUCH LOSS IS COVERED BY INSURANCE
PROCEEDS WHICH ARE USED TO REPLACE THE ITEM OR REPAY US; OR
(II)
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 TWENTY (20) 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 ONE HUNDRED (100) DAYS;
3
(F)
WE SHALL REPUDIATE, PURPORT TO REVOKE OR
FAIL TO PERFORM ANY OF OUR OBLIGATIONS UNDER THE NOTE (AFTER PASSAGE OF
APPLICABLE CURE PERIOD, IF ANY); OR
(G)
AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING UNDER AND AS DEFINED IN THE NOTE.
5.
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 AND CONTINUANCE 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