BEHALF AND IN THE NAME, PLACE AND STEAD OF THE GRANTOR
(OR, AT THE SECURED PARTY'S OPTION, IN THE SECURED PARTY'S OWN NAME) AND MAY
(BUT NEED NOT) TAKE ANY AND ALL OTHER ACTIONS WHICH THE SECURED PARTY MAY
REASONABLY DEEM NECESSARY TO CURE OR CORRECT SUCH FAILURE (INCLUDING, WITHOUT
LIMITATION, THE PAYMENT OF TAXES, THE SATISFACTION OF SECURITY INTERESTS, LIENS
OR ENCUMBRANCES (OTHER THAN PERMITTED INTERESTS), THE PERFORMANCE OF OBLIGATIONS
UNDER CONTRACTS OR AGREEMENTS WITH ACCOUNT DEBTORS OR OTHER OBLIGORS, THE
PROCUREMENT AND MAINTENANCE OF INSURANCE, THE EXECUTION OF FINANCING STATEMENTS,
THE ENDORSEMENT OF INSTRUMENTS, AND THE PROCUREMENT OF REPAIRS, TRANSPORTATION
OR INSURANCE); AND, EXCEPT TO THE EXTENT THAT THE EFFECT OF SUCH PAYMENT WOULD
BE TO RENDER ANY LOAN OR FORBEARANCE OF MONEY USURIOUS OR OTHERWISE ILLEGAL
UNDER ANY APPLICABLE LAW, THE GRANTOR SHALL THEREUPON PAY THE SECURED PARTY ON
DEMAND THE AMOUNT OF ALL MONEYS REASONABLY EXPENDED AND ALL COSTS AND EXPENSES
(INCLUDING ATTORNEYS' FEES) INCURRED BY THE SECURED PARTY IN CONNECTION WITH OR
AS A RESULT OF THE SECURED PARTY'S PERFORMING OR OBSERVING SUCH AGREEMENTS OR
TAKING SUCH ACTIONS, TOGETHER WITH INTEREST THEREON FROM THE DATE EXPENDED OR
INCURRED BY THE SECURED PARTY AT THE RATE PROVIDED FOR IN THE INITIAL NOTE OR
THE REPLACEMENT NOTE, AS APPLICABLE.
(J)
THE COLLATERAL IS SUBJECT TO A VALID AND
PERFECTED SECURITY INTEREST GRANTED TO THE SECURED PARTY PURSUANT TO THIS
AGREEMENT.
3.
ASSIGNMENT OF INSURANCE.
THE GRANTOR
HEREBY ASSIGNS TO THE SECURED PARTY, AS ADDITIONAL SECURITY FOR THE PAYMENT OF
THE SECURED OBLIGATIONS, ANY AND ALL MONEYS (INCLUDING
4
BUT NOT LIMITED TO PROCEEDS OF INSURANCE AND REFUNDS OF UNEARNED PREMIUMS) DUE
OR TO BECOME DUE UNDER, AND ALL OTHER RIGHTS OF THE GRANTOR UNDER OR WITH
RESPECT TO, ANY AND ALL POLICIES OF INSURANCE COVERING THE COLLATERAL, AND THE
GRANTOR HEREBY DIRECTS THE ISSUER OF ANY SUCH POLICY TO PAY ANY SUCH MONEYS TO
THE SECURED PARTY.
BEFORE AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER
THE LOAN AGREEMENT, AND AT ANY TIME THEREAFTER, THE SECURED PARTY MAY (BUT NEED
NOT) IN ITS OWN NAME OR IN THE GRANTOR'S NAME, EXECUTE AND DELIVER PROOFS OF
CLAIM, RECEIVE ALL SUCH MONEYS (SUBJECT TO THE GRANTOR'S RIGHTS), ENDORSE CHECKS
AND OTHER INSTRUMENTS REPRESENTING PAYMENT OF SUCH MONIES, AND ADJUST, LITIGATE,
COMPROMISE OR RELEASE ANY CLAIM AGAINST THE ISSUER OF ANY SUCH POLICY.
4.
COLLECTION OF ACCOUNTS.
THE SECURED
PARTY MAY, OR AT THE SECURED PARTY'S REQUEST, THE GRANTOR SHALL, AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, AND AT ANY TIME
THEREAFTER, NOTIFY ANY ACCOUNT DEBTOR OR ANY OBLIGOR ON AN INSTRUMENT TO MAKE
PAYMENT DIRECTLY TO A POST OFFICE BOX SPECIFIED BY AND UNDER THE SOLE CONTROL OF
THE SECURED PARTY, WHETHER OR NOT THE SECURED PARTY WAS THERETOFORE MAKING
COLLECTIONS WITH RESPECT THERETO, AND THE SECURED PARTY SHALL BE ENTITLED TO
TAKE CONTROL OF ANY PROCEEDS THEREOF.
IF SO REQUESTED BY THE SECURED PARTY, THE
GRANTOR SHALL INSERT APPROPRIATE LANGUAGE