LENDER'S
REASONABLE DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH
LENDER MAY DEEM NECESSARY OR APPROPRIATE TO ACCOMPLISH THE PURPOSES OF THIS
AGREEMENT.
(C)
PERFORMANCE BY LENDER.
IF DEBTOR FAILS TO
PERFORM ANY AGREEMENT OR OBLIGATION PROVIDED FOR IN ANY LOAN DOCUMENT, LENDER
MAY ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT OR OBLIGATION, AND
THE EXPENSES OF LENDER INCURRED IN CONNECTION THEREWITH SHALL BE A PART OF THE
INDEBTEDNESS, SECURED BY THE COLLATERAL AND PAYABLE BY DEBTOR ON DEMAND.
(D)
DEBTOR'S RECEIPT OF PROCEEDS.
UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, ALL AMOUNTS AND
PROCEEDS (INCLUDING INSTRUMENTS AND WRITINGS) RECEIVED BY DEBTOR IN RESPECT OF
THE COLLATERAL SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF LENDER HEREUNDER
AND, UPON THE WRITTEN
11
REQUEST OF LENDER, SHALL BE SEGREGATED FROM OTHER PROPERTY OF DEBTOR AND SHALL
BE FORTHWITH DELIVERED TO LENDER IN THE SAME FORM AS SO RECEIVED (WITH ANY
NECESSARY ENDORSEMENT) AND APPLIED TO THE INDEBTEDNESS IN ACCORDANCE WITH THE
LOAN DOCUMENTS.
(E)
NOTIFICATION OF ACCOUNT DEBTORS.
LENDER
MAY AT ITS REASONABLE DISCRETION FROM TIME TO TIME DURING THE CONTINUATION OF AN
EVENT OF DEFAULT NOTIFY ANY OR ALL OBLIGORS UNDER ANY ACCOUNTS (I) OF LENDER'S
SECURITY INTEREST IN SUCH ACCOUNTS AND DIRECT SUCH OBLIGORS TO MAKE PAYMENT OF
ALL AMOUNTS DUE OR TO BECOME DUE TO DEBTOR THEREUNDER DIRECTLY TO LENDER, AND
(II) TO VERIFY THE ACCOUNTS WITH SUCH OBLIGORS.
LENDER SHALL HAVE THE RIGHT, AT
THE EXPENSE OF DEBTOR, TO ENFORCE COLLECTION OF ANY SUCH ACCOUNTS AND TO ADJUST,
SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT THEREOF, IN THE SAME MANNER AND TO
THE SAME EXTENT AS DEBTOR.
11.
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING
SHALL CONSTITUTE AN "EVENT OF DEFAULT" UNDER THIS AGREEMENT:
(A)
PAYMENT DEFAULT.
THE FAILURE, REFUSAL OR
NEGLECT OF DEBTOR TO PAY WHEN DUE ANY PART OF THE PRINCIPAL OF, OR INTEREST ON
THE INDEBTEDNESS OWING TO LENDER BY DEBTOR FROM TIME TO TIME AND SUCH FAILURE,
REFUSAL OR NEGLECT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF TEN (10) DAYS FROM
THE DATE SUCH PAYMENT IS DUE.
(B)
PERFORMANCE OR WARRANTY DEFAULT.
THE
FAILURE OF DEBTOR TO TIMELY AND PROPERLY OBSERVE, KEEP OR PERFORM ANY COVENANT,
AGREEMENT, WARRANTY OR CONDITION REQUIRED HEREIN OR IN ANY OF THE OTHER LOAN
DOCUMENTS OTHER THAN WITH RESPECT TO A PAYMENT DEFAULT AS SET FORTH IN
SECTION 11(A), WHICH IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS FOLLOWING
WRITTEN NOTICE FROM LENDER TO DEBTOR; PROVIDED, THAT (I) IF SUCH DEFAULT CANNOT
BE CURED WITHIN FIVE (5) BUSINESS DAYS, (II) DEBTOR HAS, WITHIN SUCH PERIOD,
TAKEN SUCH ACTIONS AS DEEMED REASONABLY NECESSARY AND APPROPRIATE BY LENDER TO
CURE SUCH DEFAULT, AND (III) DEBTOR SHALL CONTINUE TO DILIGENTLY PURSUE SUCH
ACTIONS, SUCH CURE PERIOD SHALL BE EXTENDED FOR A PERIOD OF THIRTY (30) DAYS.
(C)
REPRESENTATIONS.
ANY REPRESENTATION
CONTAINED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS MADE BY DEBTOR IS FALSE
OR MISLEADING IN ANY MATERIAL