Upon the happening of any of the following events or conditions (each, a “default”), namely: (a) breach of any payment obligation, or other covenant or liability contained or referred to herein or in any contract, instrument, document or agreement evidencing any Secured Obligation, including, without limitation, an Event of Default under the Note; (b) any representation or warranty of Debtor in this Agreement proving false, misleading or erroneous in any material respect; (c) loss, theft, material damage, destruction, or encumbrance of or to the Collateral, or the making of any levy thereon or seizure or attachment thereof by legal process; (d) an attachment or execution or similar lien shall be levied against any Collateral; (e) merger, consolidation, sale of all or substantially all of the assets of Debtor; or (f) death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Debtor, or any indorser, guarantor or surety of or for any Secured Obligation; thereupon , and as long as such default continues, Secured Party shall then have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC or other applicable law, including without limitation, the right to take immediate possession of the Collateral without legal process, and for that purpose Secured Party may, so far as Debtor can give authority therefor, enter upon any premises on which the Collateral, or any part thereof, may be situated, and remove the same therefrom. Debtor will upon demand assemble the Collateral and make the Collateral available to Secured Party at a place and time designated by Secured Party which is reasonably convenient to both parties. No failure to exercise and no delay in exercising, on the part of Secured Party, any right or remedy accruing upon any default shall: (i) impair any right or remedy, (ii) waive or operate as an acquiescence to any default, or (iii) affect any subsequent default of the same or of a different nature. In the event the proceeds of any sale, collection or realization of the Collateral are insufficient to satisfy the Secured Obligations in full, Debtor shall remain liable for the deficiency, including any interest thereon, together with any costs incurred by Secured Party in collecting such deficiency.