NOT TRANSFER
ITS CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS.
THE BORROWER WILL
NOT PERMIT ANY TANGIBLE COLLATERAL OR ANY RECORDS PERTAINING TO THE COLLATERAL
TO BE LOCATED IN ANY STATE OR AREA IN WHICH, IN THE EVENT OF SUCH LOCATION, A
FINANCING STATEMENT COVERING SUCH COLLATERAL WOULD BE REQUIRED TO BE, BUT HAS
NOT IN FACT BEEN, FILED IN ORDER TO PERFECT THE SECURITY INTEREST.
THE BORROWER
WILL NOT CHANGE ITS NAME OR JURISDICTION OF ORGANIZATION WITHOUT THE PRIOR
WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
SECTION 6.23
CONSTITUENT DOCUMENTS; S CORPORATION STATUS.
THE BORROWER
WILL NOT AMEND ITS CONSTITUENT DOCUMENTS IN A MANNER ADVERSE TO THE INTERESTS OF
LENDER OR BECOME AN S CORPORATION.
SECTION 6.24
PERFORMANCE BY THE LENDER.
IF THE BORROWER AT ANY TIME
FAILS TO PERFORM OR OBSERVE ANY OF THE FOREGOING COVENANTS CONTAINED IN THIS
ARTICLE VI OR ELSEWHERE HEREIN, AND IF SUCH FAILURE SHALL CONTINUE FOR A PERIOD
OF TEN CALENDAR DAYS AFTER THE LENDER GIVES THE BORROWER WRITTEN NOTICE THEREOF
(OR IN THE CASE OF THE AGREEMENTS CONTAINED IN SECTION 6.11 AND SECTION 6.13,
IMMEDIATELY UPON THE OCCURRENCE OF SUCH FAILURE, WITHOUT NOTICE OR LAPSE OF
TIME), THE LENDER MAY, BUT NEED NOT, PERFORM OR OBSERVE SUCH COVENANT ON BEHALF
AND IN THE NAME, PLACE AND STEAD OF THE BORROWER (OR, AT THE LENDER'S OPTION, IN
THE LENDER'S NAME) AND MAY, BUT NEED NOT, TAKE ANY AND ALL OTHER ACTIONS WHICH
THE LENDER MAY REASONABLY DEEM NECESSARY TO CURE OR CORRECT SUCH FAILURE
(INCLUDING THE PAYMENT OF TAXES, THE SATISFACTION OF LIENS, THE PERFORMANCE OF
OBLIGATIONS OWED TO ACCOUNT DEBTORS OR OTHER OBLIGORS, THE PROCUREMENT AND
MAINTENANCE OF INSURANCE, THE EXECUTION OF ASSIGNMENTS, SECURITY AGREEMENTS AND
FINANCING STATEMENTS, AND THE ENDORSEMENT OF INSTRUMENTS); AND THE BORROWER
SHALL THEREUPON PAY TO THE LENDER ON DEMAND THE AMOUNT OF ALL MONIES EXPENDED
AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL
EXPENSES) INCURRED BY THE LENDER IN CONNECTION WITH OR AS A RESULT OF THE
PERFORMANCE OR OBSERVANCE OF SUCH AGREEMENTS OR THE TAKING OF SUCH ACTION BY THE
LENDER, TOGETHER WITH INTEREST THEREON FROM THE DATE EXPENDED OR INCURRED AT THE
DEFAULT RATE.
TO FACILITATE THE LENDER'S PERFORMANCE OR OBSERVANCE OF SUCH
COVENANTS OF THE BORROWER, THE BORROWER HEREBY IRREVOCABLY APPOINTS THE LENDER,
OR THE LENDER'S DELEGATE, ACTING ALONE, AS THE BORROWER'S
36
ATTORNEY IN FACT (WHICH APPOINTMENT IS COUPLED WITH AN INTEREST) WITH THE RIGHT
(BUT NOT THE DUTY) FROM TIME TO TIME TO CREATE, PREPARE, COMPLETE, EXECUTE,
DELIVER, ENDORSE OR FILE IN THE NAME AND ON BEHALF OF THE BORROWER ANY AND ALL
INSTRUMENTS, DOCUMENTS, ASSIGNMENTS, SECURITY AGREEMENTS, FINANCING STATEMENTS,
APPLICATIONS FOR INSURANCE AND OTHER AGREEMENTS AND WRITINGS REQUIRED TO BE
OBTAINED, EXECUTED, DELIVERED OR ENDORSED BY THE BORROWER HEREUNDER.
ARTICLE VII
EVENTS OF DEFAULT, RIGHTS AND REMEDIES
SECTION 7.1
EVENTS OF DEFAULT.
"EVENT OF DEFAULT", WHEREVER USED
HEREIN, MEANS ANY ONE OF THE FOLLOWING EVENTS:
(A)
DEFAULT IN THE PAYMENT OF ANY