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<br />a. default in the payment or performance of any obligation, covenant or liability contained or referred to herein <br />or in the CONTRACT; <br /> <br />b. the making or furnishing of any warranty, representation or statement to SECURED PARTY by or on behalf of <br />DEBTOR which proves to have been false in any material respect when made or furnished; <br /> <br />c. loss, theft, sale or encumbrance of any of the COLLATERAL, or the making of any levy, seizure or <br />attachment thereof or thereon; <br /> <br />d. dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of <br />the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under <br />any bankruptcy or insolvency law of, by or against DEBTOR or any guarantor or surety for DEBTOR. <br /> <br />UPON SUCH DEFAULT and at any time thereafter, SECURED PARTY may declare all Obligations secured <br />hereby immediately due and payable and shall have the remedies of a secured party under Article 9 of the Colorado <br />Uniform Commercial Code. In addition, upon default, SECURED PARTY shall have the right to transfer the <br />COLLATERAL to and register the COLLATERAL in the name of SECURED PARTY, and, whether or not so transferred and <br />registered, to receive the income, dividends and other distributions thereon and apply them to repayment of the loan. <br />Expenses of retaking, holding, preparing for sale, selling or the like shall include SECURED PARTY'S reasonable <br />attorney's fees and legal expenses. SECURED PARTY shall give DEBTOR written notice of any alleged default and an <br />opportunity to cure within thirty (30) days of receipt of such notice before DEBTOR shall be considered in default for <br />purposes of this agreement. <br /> <br />No default shall be waived by SECURED PARTY except in writing, and no waiver by SECURED PARTY of any <br />default shall operate as a waiver of any other defaull or of the same default on a future occasion. The taking of this <br />security agreement shall not waive or impair any other security said SECURED PARTY may have or hereafter acquire <br />for the payment of the above indebtedness, nor shall the taking of any such additional security waive or impair this <br />security agreement; but said SECURED PARTY shall retain its rights of set-off against DEBTOR, In the event court <br />action is deemed necessary to enforce the terms and conditions set forth herein, said action shall only be brought in <br />the District Court for the City and County of Denver, State of Colorado, and DEBTOR consents to venue and personal <br />jurisdiction in said Court. <br /> <br />All rights of SECURED PARTY hereunder shall inure to the benefit of its successors and assigns; and all <br />promises and duties of DEBTOR shall bind its heirs, executors or administrators or its successors or assigns. If there <br />be more than one DEBTOR, their liabilities hereunder shall be joint and several. <br /> <br />Executedthis~dayof June 1999. <br /> <br /> <br />By <br /> <br /> <br />of art Morgan, Colorado, Water W sand <br />rise <br /> <br /> <br />eonard A. Steinke, Chairman <br /> <br />, ecretary <br />