TO TIME.
(M)
THE COMPANY SHALL PROMPTLY EXECUTE AND DELIVER
TO THE SECURED PARTY SUCH FURTHER DEEDS, MORTGAGES, ASSIGNMENTS, SECURITY
AGREEMENTS, FINANCING STATEMENTS OR OTHER INSTRUMENTS, DOCUMENTS, CERTIFICATES
AND ASSURANCES AND TAKE SUCH FURTHER ACTION AS NECESSARY TO PERFECT, PROTECT OR
ENFORCE ITS SECURITY INTEREST IN THE COLLATERAL INCLUDING, WITHOUT LIMITATION,
THE EXECUTION AND DELIVERY OF THE SECURITY AGREEMENT.
(N)
THE BORROWER WILL TAKE ALL STEPS IT
CONSIDERS REASONABLY NECESSARY TO DILIGENTLY PURSUE AND SEEK TO PRESERVE,
ENFORCE AND COLLECT ANY RIGHTS, CLAIMS, CAUSES OF ACTION AND ACCOUNTS RECEIVABLE
IN RESPECT OF THE COLLATERAL.
5
(O)
THE BORROWER SHALL PROMPTLY NOTIFY THE AGENT
IN SUFFICIENT DETAIL UPON BECOMING AWARE OF ANY ATTACHMENT, GARNISHMENT,
EXECUTION OR OTHER LEGAL PROCESS LEVIED AGAINST ANY COLLATERAL AND OF ANY OTHER
INFORMATION RECEIVED BY THE BORROWER THAT REASONABLY WOULD BE EXPECTED TO
SUBSTANTIALLY AFFECT THE VALUE OF THE COLLATERAL, THE SECURITY INTEREST OR THE
RIGHTS AND REMEDIES OF THE SECURED PARTIES HEREUNDER.
(P)
THE BORROWER SHALL NOT USE OR PERMIT ANY
COLLATERAL TO BE USED UNLAWFULLY OR IN VIOLATION OF ANY PROVISION OF THIS
AGREEMENT OR ANY APPLICABLE STATUTE, REGULATION OR ORDINANCE OR ANY POLICY OF
INSURANCE COVERING THE COLLATERAL WHERE VIOLATION IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT ON THE SECURED PARTIES' RIGHTS IN THE COLLATERAL OR
SECURED PARTIES' ABILITY TO FORECLOSE ON THE COLLATERAL.
(Q)
OTHER THAN PERMITTED LIENS, THE BORROWER
SHALL NOT GRANT TO ANY PERSON OR ENTITY ANY RIGHTS OR INTEREST IN OR TO ANY OF
THE COLLATERAL THAT ARE SENIOR TO, OR PARI PASSU WITH, THE SECURED PARTIES..
(R)
THE BORROWER SHALL NOTIFY THE AGENT OF
ANY CHANGE IN THE BORROWER'S NAME, IDENTITY, CHIEF PLACE OF BUSINESS, CHIEF
EXECUTIVE OFFICE OR RESIDENCE WITHIN 30 DAYS OF SUCH CHANGE.
4.
DEFAULTS.
THE FOLLOWING EVENTS SHALL
BE "EVENTS OF DEFAULT":
(A)
THE OCCURRENCE OF AN EVENT OF DEFAULT (AS
DEFINED IN THE DEBENTURES) UNDER THE DEBENTURES WHICH SHALL NOT HAVE BEEN CURED
WITHIN 30 DAYS, TO THE SATISFACTION OF THE AGENT;
(B)
ANY MATERIAL REPRESENTATION OR WARRANTY OF
THE BORROWER IN THIS AGREEMENT OR IN THE SECURITY AGREEMENT, SHALL PROVE TO HAVE
BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE; AND
(C)
THE FAILURE BY THE BORROWER TO OBSERVE OR
PERFORM ANY OF ITS OBLIGATIONS HEREUNDER OR IN THE SECURITY AGREEMENT, FOR TEN
(10) TRADING DAYS (AS DEFINED IN THE DEBENTURES) AFTER RECEIPT BY THE BORROWER
OF WRITTEN NOTICE OF SUCH FAILURE FROM THE SECURED PARTIES.
5.
DUTY TO HOLD IN TRUST.
UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT, THE BORROWER
SHALL, UPON RECEIPT BY IT OF ANY REVENUE, INCOME OR OTHER SUMS SUBJECT TO THE
SECURITY INTEREST, OR OF ANY CHECK, DRAFT, NOTE, TRADE ACCEPTANCE OR OTHER
INSTRUMENT EVIDENCING AN OBLIGATION TO PAY ANY SUCH SUM, HOLD THE SAME IN TRUST
FOR THE SECURED PARTIES AND SHALL UPON REQUEST BY THE SECURED PARTIES FORTHWITH
ENDORSE AND TRANSFER ANY SUCH SUMS OR INSTRUMENTS, OR BOTH, TO THE SECURED
PARTIES FOR APPLICATION TO THE SATISFACTION