CHATTEL PAPER, NEGOTIABLE DOCUMENTS AND CERTIFICATED STOCK OWNED BY BORROWER (IN
EACH CASE, ACCOMPANIED BY STOCK POWERS, ALLONGES OR OTHER INSTRUMENTS OF
TRANSFER EXECUTED IN BLANK, (C) NOTIFICATION OF LENDER'S INTEREST IN COLLATERAL
AT LENDER'S REQUEST, AND (D) THE INSTITUTION OF LITIGATION AGAINST THIRD PARTIES
AS SHALL BE PRUDENT IN ORDER TO PROTECT AND PRESERVE BORROWER'S AND LENDER'S
RESPECTIVE AND SEVERAL INTERESTS IN THE COLLATERAL.
BORROWER SHALL MARK ITS
BOOKS AND RECORDS PERTAINING TO THE COLLATERAL TO EVIDENCE THE LOAN DOCUMENTS
AND THE LIENS GRANTED UNDER THE LOAN DOCUMENTS.
IF BORROWER RETAINS POSSESSION
OF ANY CHATTEL PAPER OR INSTRUMENT WITH LENDER'S CONSENT, SUCH CHATTEL PAPER AND
INSTRUMENTS SHALL BE MARKED WITH THE FOLLOWING LEGEND:
"THIS WRITING AND THE
OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE SECURITY INTEREST OF
NEW STREAM COMMERCIAL FINANCE, LLC."
BORROWER SHALL PROMPTLY, AND IN ANY EVENT
WITHIN TWO (2) BUSINESS DAYS AFTER THE SAME IS ACQUIRED BY IT, NOTIFY LENDER OF
ANY COMMERCIAL TORT CLAIMS (AS DEFINED IN THE CODE) ACQUIRED BY IT AND UNLESS
OTHERWISE CONSENTED BY LENDER, BORROWER SHALL ENTER INTO A SUPPLEMENT TO THIS
LOAN AGREEMENT GRANTING TO LENDER A LIEN IN SUCH COMMERCIAL TORT CLAIM.
6.2
Lender's Rights. (a)
Lender may, (i) at any time in Lender's own
name or in the name of Borrower, communicate with Account Debtors, parties to
Contracts, and obligors in respect of Instruments, Chattel Paper or other
Collateral to verify to Lender's satisfaction, the existence, amount and terms
of, and any other matter relating to, Accounts, Payment Intangibles,
Instruments, Chattel Paper or other Collateral, and (ii) at any time after a
Default has occurred and is continuing and without prior notice to Borrower,
notify Account Debtors and other Persons obligated on any Collateral that Lender
has a security interest therein and that payments shall be made directly to
Lender.
Upon the request of Lender, Borrower shall so notify such Account
Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel
Paper or other Collateral.
Borrower hereby constitutes Lender or Lender's
designee as Borrower's attorney with power to endorse Borrower's name upon any
notes, acceptance drafts, money orders or other evidences of payment or
Collateral.
(B)
BORROWER SHALL REMAIN LIABLE UNDER EACH CONTRACT, INSTRUMENT AND
LICENSE TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED
AND PERFORMED BY IT THEREUNDER, AND LENDER SHALL HAVE NO OBLIGATION OR LIABILITY
WHATSOEVER TO ANY PERSON UNDER ANY CONTRACT, INSTRUMENT OR LICENSE (BETWEEN
BORROWER AND ANY PERSON OTHER THAN LENDER) BY REASON OF OR ARISING OUT OF THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT, AND LENDER SHALL NOT BE
REQUIRED OR OBLIGATED IN ANY MANNER (I) TO PERFORM OR FULFILL ANY OF THE
OBLIGATIONS OF BORROWER, (II) TO MAKE ANY PAYMENT OR INQUIRY, OR (III) TO TAKE
ANY ACTION OF ANY KIND TO COLLECT, COMPROMISE OR ENFORCE ANY PERFORMANCE
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OR THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT
MAY BE ENTITLED AT ANY TIME OR