THE PROVISIONS OF
THIS SECTION 5(F) SHALL IN NO EVENT RELIEVE BORROWER OF ANY OF ITS OBLIGATIONS
HEREUNDER WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF (OTHER THAN
OBLIGATIONS WHICH ARE IMPAIRED AS A RESULT OF ACTIONS TAKEN BY THE AGENT
PURSUANT TO THIS SECTION 5(F)) OR IMPOSE ANY OBLIGATION ON THE AGENT OR ANY
INVESTOR TO PROCEED IN ANY PARTICULAR MANNER WITH RESPECT TO THE COLLATERAL OR
ANY PART THEREOF, OR IN ANY WAY LIMIT THE EXERCISE BY THE AGENT OR ANY INVESTOR
OF ANY OTHER OR FURTHER RIGHT WHICH IT MAY HAVE ON THE DATE OF THIS AGREEMENT OR
HEREAFTER, WHETHER HEREUNDER OR BY LAW OR OTHERWISE.
ANYTIME ACTION IS TAKEN
UNDER THIS SECTION 5(F), PROMPT WRITTEN NOTICE OF SUCH ACTION SHALL BE PROVIDED
TO BORROWER BY AGENT.
G.
ACCOUNT CONTROL AGREEMENT.
BORROWER AGREES TO USE BEST EFFORTS
TO OBTAIN AS SOON AS PRACTICABLE THE SIGNATURE OF BANK OF AMERICA TO AN ACCOUNT
CONTROL AGREEMENT FOR ALL DEPOSIT ACCOUNTS OF THE COMPANY.
SUCH ACCOUNT CONTROL
AGREEMENT SHALL BE IN SUBSTANTIALLY THE FORM SET FORTH AS EXHIBIT C, WITH SUCH
REASONABLE CHANGES AS SHALL BE REQUESTED BY BANK OF AMERICA.
UPON BANK OF
AMERICA'S AGREEMENT TO THE FORM OF ACCOUNT CONTROL AGREEMENT, THE BORROWER WILL
PROMPTLY EXECUTE SUCH AGREEMENT AND DELIVER A DULY EXECUTED COUNTERPART TO
AGENT.
H.
FURTHER ASSURANCES.
BORROWER AGREES, AT ITS EXPENSE, TO EXECUTE,
ACKNOWLEDGE, DELIVER AND CAUSE TO BE DULY FILED ALL SUCH FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE ALL SUCH ACTIONS AS THE AGENT MAY FROM TIME TO TIME
REASONABLY REQUEST FOR THE ASSURING AND PRESERVING OF THE SECURITY INTEREST AND
THE RIGHTS AND REMEDIES CREATED HEREBY, INCLUDING, WITHOUT LIMITATION, THE
PAYMENT OF ANY FEES AND TAXES REQUIRED IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE GRANTING OF
6
THE SECURITY INTEREST AND THE FILING OF ANY FINANCING STATEMENTS OR OTHER
DOCUMENTS IN CONNECTION HEREWITH.
6.
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING OCCURRENCES SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT (HEREIN CALLED "EVENT OF
DEFAULT"):
A.
AN EVENT OF DEFAULT, AS DEFINED IN THE NOTES, SHALL OCCUR; OR
B.
BORROWER SHALL FAIL PROMPTLY TO OBSERVE OR PERFORM ANY COVENANT
OR AGREEMENT HEREIN BINDING ON IT AND SUCH FAILURE IS NOT CURED WITHIN 20 DAYS
AFTER WRITTEN NOTICE FROM THE AGENT; OR
C.
THERE IS ANY LEVY, SEIZURE, OR ATTACHMENT OF ALL OR ANY MATERIAL
PORTION OF THE COLLATERAL, OTHER THAN AS SET FORTH IN THIS AGREEMENT; OR
D.
ANY OF THE REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 4
SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE.
7.
REMEDIES.
SUBJECT TO THE PROVISIONS OF SECTION 8 HEREOF, UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER, THE AGENT MAY,
AT ITS OPTION, TAKE ANY OR ALL OF THE FOLLOWING ACTIONS:
A.
EXERCISE ANY OR ALL REMEDIES AVAILABLE UNDER THIS AGREEMENT OR
THE NOTES INCLUDING, WITHOUT LIMITATION, ANY AND ALL RIGHTS AFFORDED TO A
SECURED PARTY UNDER, AND SUBJECT TO