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Equipment Lender financed Debtor's purchase of commercial kitchen equipment. The security agreement provided that Debtor would pay $9,000 on the first day of each month, that a payment more than 10 days late was a default, and that upon default Equipment Lender could accelerate the unpaid balance. For eight consecutive months, Debtor paid between 12 and 20 days late. Equipment Lender accepted each late payment without protest and never reserved rights. In month nine, Debtor paid 13 days late. Equipment Lender refused the payment, declared a default, accelerated the entire debt, and demanded possession of the equipment.
Debtor argues that Equipment Lender's repeated acceptance of late payments waived strict enforcement or at least required advance notice before declaring default based on another similar late payment. Equipment Lender responds that the written agreement is clear, that the month-nine payment was outside the 10-day grace period, and that no written modification was signed.
Discuss whether Debtor was in default, whether Equipment Lender could accelerate immediately, and how waiver, course of performance, and good faith affect the analysis. Do not discuss the commercial reasonableness of any sale.