OTHER MAIL FOR COMPANY'S ACCOUNT OR FORWARDING SUCH MAIL TO
COMPANY'S LAST KNOWN ADDRESS.
SECTION 2.3
ASSIGNMENT OF INSURANCE.
AS ADDITIONAL SECURITY FOR THE
INDEBTEDNESS, COMPANY HEREBY ASSIGNS TO WELLS FARGO ALL RIGHTS OF COMPANY UNDER
EVERY POLICY OF INSURANCE COVERING THE COLLATERAL AND ALL BUSINESS RECORDS AND
OTHER DOCUMENTS RELATING TO IT, AND ALL MONIES (INCLUDING WITHOUT LIMITATION ALL
PROCEEDS AND REFUNDS) THAT MAY BE PAYABLE UNDER ANY POLICY, AND COMPANY HEREBY
DIRECTS THE ISSUER OF EACH POLICY TO PAY ALL SUCH MONIES DIRECTLY TO WELLS
FARGO.
AT ANY TIME, WHETHER OR NOT A DEFAULT PERIOD THEN EXISTS, WELLS FARGO
MAY (BUT NEED NOT), IN WELLS FARGO'S OR COMPANY'S NAME, EXECUTE AND DELIVER
PROOFS OF CLAIM, RECEIVE PAYMENT OF PROCEEDS AND ENDORSE CHECKS AND OTHER
INSTRUMENTS REPRESENTING PAYMENT OF THE POLICY OF INSURANCE, AND ADJUST,
LITIGATE, COMPROMISE OR RELEASE CLAIMS AGAINST THE ISSUER OF ANY POLICY.
ANY
MONIES RECEIVED UNDER ANY INSURANCE POLICY ASSIGNED TO WELLS FARGO, OTHER THAN
LIABILITY INSURANCE POLICIES, OR RECEIVED AS PAYMENT OF ANY AWARD OR
COMPENSATION FOR CONDEMNATION OR TAKING BY EMINENT DOMAIN, SHALL BE PAID TO
WELLS FARGO AND, AS DETERMINED BY WELLS FARGO IN ITS SOLE DISCRETION, EITHER BE
APPLIED TO PREPAYMENT OF THE INDEBTEDNESS OR DISBURSED TO COMPANY UNDER STAGED
PAYMENT TERMS REASONABLY SATISFACTORY TO WELLS FARGO FOR APPLICATION TO THE COST
OF REPAIRS, REPLACEMENTS, OR RESTORATIONS WHICH SHALL BE EFFECTED WITH
REASONABLE PROMPTNESS AND SHALL BE OF A VALUE AT LEAST EQUAL TO THE VALUE OF THE
ITEMS OR PROPERTY DESTROYED.
SECTION 2.4
COMPANY'S PREMISES.
(A)
WELLS FARGO'S RIGHT TO OCCUPY COMPANY'S PREMISES.
COMPANY HEREBY
GRANTS TO WELLS FARGO THE RIGHT, AT ANY TIME DURING A DEFAULT PERIOD AND WITHOUT
NOTICE OR CONSENT, TO TAKE EXCLUSIVE POSSESSION OF ALL LOCATIONS WHERE COMPANY
OR ANY SUBSIDIARY CONDUCTS ITS BUSINESS OR HAS ANY RIGHTS OF POSSESSION,
INCLUDING WITHOUT LIMITATION THE LOCATIONS DESCRIBED ON EXHIBIT B (THE
"PREMISES"), UNTIL THE EARLIER OF (I) PAYMENT IN FULL AND DISCHARGE OF ALL
INDEBTEDNESS AND TERMINATION OF THE LINE OF CREDIT, OR (II) FINAL SALE OR
DISPOSITION OF ALL ITEMS CONSTITUTING COLLATERAL AND DELIVERY OF THOSE ITEMS TO
PURCHASERS.
(B)
WELLS FARGO'S USE OF COMPANY'S PREMISES.
WELLS FARGO MAY USE THE
PREMISES TO STORE, PROCESS, MANUFACTURE, SELL, USE, AND LIQUIDATE OR OTHERWISE
DISPOSE OF ITEMS THAT ARE COLLATERAL, AND FOR ANY OTHER INCIDENTAL PURPOSES
DEEMED APPROPRIATE BY WELLS FARGO IN GOOD FAITH.
(C)
COMPANY'S OBLIGATION TO REIMBURSE WELLS FARGO.
WELLS FARGO SHALL
NOT BE OBLIGATED TO PAY RENT OR OTHER COMPENSATION FOR THE POSSESSION OR USE OF
ANY PREMISES, BUT IF WELLS FARGO ELECTS TO PAY RENT OR OTHER COMPENSATION TO THE
OWNER OR MORTGAGEE OF ANY PREMISES IN ORDER TO HAVE ACCESS TO THE PREMISES, THEN
COMPANY SHALL PROMPTLY
12
REIMBURSE WELLS FARGO ALL SUCH AMOUNTS, AS WELL AS ALL TAXES, FEES, CHARGES AND
OTHER EXPENSES AT ANY TIME PAYABLE BY WELLS FARGO WITH RESPECT TO THE PREMISES
BY REASON OF THE EXECUTION, DELIVERY, RECORDATION, PERFORMANCE OR ENFORCEMENT OF
ANY TERMS OF THIS AGREEMENT.