Party and amounts owing to Debtor by Secured Party now or hereafter. Upon the occurrence of any default under any agreement between Debtor and Secured Party, Secured Party is authorized at any time, without notice to Debtor, to set off, off-set, appropriate, and apply any and all of the property described above against the Liabilities.

6. Default.

• (a) Events of Default. Debtor agrees that the occurrence of any of the following events shall constitute a Default hereunder: (i) subject to any applicable notice or cure periods, the failure of Debtor to pay at maturity, or at any accelerated maturity, any of the Liabilities to Secured Party; (ii) the breach or failure to perform by Debtor any obligation, covenant, promise or agreement contained in this Agreement, and Debtor's failure to cure such breach or failure within fifteen (15) days after written notice thereof from Secured Party, or the breach or failure to perform by Debtor of any obligation, covenant, promise or agreement contained in any other agreement or contract to which Debtor and Secured Party are parties, subject to any applicable cure or grace periods, including the Funding Agreement and the Guaranty Agreement; (iii) any tax levy, attachment, garnishment, levy of execution or other process issued against Debtor or the Collateral; (iv) any Lien or security interest filed or created against the Collateral which is not expressly permitted by Secured Party; (v) the insolvency of Debtor, any bankruptcy or insolvency proceedings, or any assignment for the benefit of creditors commenced by or against Debtor or any accommodation party, surety or guarantor of any of the Liabilities; (vi) the dissolution, merger, consolidation or reorganization of Debtor; or (vii) the assignment by Debtor of any equity in any of the Collateral without the prior written consent of Secured Party.
• (b) Remedies*.* Upon the occurrence of a Default and at any time thereafter (i) Secured Party may declare all Liabilities secured by this Agreement or any of them (notwithstanding any provisions of them) to be immediately due and payable, and the same thereupon will be due and payable without further notice to Debtor; (ii) Secured Party may exercise from time to time the rights and remedies described in the Uniform Commercial Code in effect for the State of Florida and any other rights and remedies available to it under any other applicable law, and (iii) Debtor, at its expense, shall assemble the Collateral and make it available to Secured Party at a convenient place acceptable to Secured Party. Any notice of sale, disposition, or other intended action by Secured Party that is given to Debtor at the address listed in this Agreement (or, if no address is listed for Debtor, at its principal place of business) at least 10 Business Days before the action is taken will constitute reasonable notice of disposition to Debtor. Secured Party may apply any proceeds from a disposition of any of the Collateral toward payment of such of the Liabilities and in such order of application as Secured Party elects in its sole discretion, and Debtor is liable to Secured Party for any deficiency between the proceeds realized upon any disposition of the Collateral and the amount of Liabilities remaining unpaid. Secured Party may exercise its right to collect the Liabilities and to enforce any other security, before or after taking any action under the Liabilities.
• 7. Termination. This Agreement will terminate when (a) any commitment or offer of Secured Party to extend credit to Debtor expires (without renewal by Secured Party) or is terminated by Secured Party and (b) all the Liabilities have been fully paid.

Source: Item 22 — CONTRACTS (FDD pages 33–34)