THEREBY, (I) SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BE DISBURSED TO THE DEBTOR FOR DIRECT APPLICATION BY
THE DEBTOR SOLELY TO THE REPAIR OR REPLACEMENT OF THE COLLATERAL SO DAMAGED OR
DESTROYED (WHICH REPLACEMENT COLLATERAL SHALL BE COLLATERAL HEREUNDER) AND
(II) IN ALL OTHER CIRCUMSTANCES, BE HELD BY THE SECURED PARTY AS CASH COLLATERAL
FOR THE OBLIGATIONS.
THE SECURED PARTY SHALL DISBURSE FROM TIME TO TIME ALL OR
ANY PART OF SUCH PROCEEDS SO HELD AS CASH COLLATERAL, UPON SUCH TERMS AND
CONDITIONS AS THE SECURED PARTY MAY REASONABLY PRESCRIBE, FOR DIRECT APPLICATION
BY THE DEBTOR SOLELY TO THE REPAIR OR REPLACEMENT OF THE DEBTOR'S PROPERTY SO
DAMAGED OR DESTROYED, OR THE SECURED PARTY MAY APPLY ALL OR ANY PART OF SUCH
PROCEEDS TO THE OBLIGATIONS.
9.3
CONTINUATION OF INSURANCE.
ALL POLICIES OF INSURANCE SHALL PROVIDE
FOR THE INSURER TO ENDEAVOR TO PROVIDE AT LEAST 30 DAYS' PRIOR WRITTEN
CANCELLATION NOTICE TO THE SECURED PARTY.
IN THE EVENT OF FAILURE BY EITHER
GROUP OR OPERATING TO PROVIDE AND MAINTAIN INSURANCE AS HEREIN PROVIDED, THE
SECURED PARTY MAY, AT ITS OPTION, PROVIDE SUCH INSURANCE AND CHARGE THE AMOUNT
THEREOF TO THE DEBTOR.
EACH OF GROUP AND OPERATING SHALL FURNISH THE SECURED
PARTY WITH CERTIFICATES OF INSURANCE AND POLICIES EVIDENCING COMPLIANCE WITH THE
FOREGOING INSURANCE PROVISION.
10.
COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.
10.1
EXPENSES INCURRED BY SECURED PARTY.
IN THE SECURED PARTY'S
DISCRETION, IF THE DEBTOR FAILS TO DO SO, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURED PARTY MAY DISCHARGE TAXES (OTHER
THAN THOSE NOT YET DUE OR BEING CONTESTED IN GOOD FAITH) AND OTHER ENCUMBRANCES
AT ANY TIME LEVIED OR PLACED ON ANY OF THE COLLATERAL (OTHER THAN THOSE BEING
CONTESTED IN GOOD FAITH), MAINTAIN ANY OF THE COLLATERAL, MAKE REPAIRS THERETO
AND PAY ANY NECESSARY FILING FEES OR INSURANCE PREMIUMS.
THE DEBTOR AGREES TO
REIMBURSE THE SECURED PARTY ON DEMAND FOR ALL EXPENDITURES SO MADE.
THE SECURED
PARTY SHALL HAVE NO OBLIGATION TO THE DEBTOR TO MAKE ANY SUCH
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EXPENDITURES, NOR SHALL THE MAKING THEREOF BE CONSTRUED AS THE WAIVER OR CURE OF
ANY DEFAULT OR EVENT OF DEFAULT.
10.2
SECURED PARTY'S OBLIGATIONS AND DUTIES.
ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, EACH OF GROUP AND OPERATING SHALL REMAIN OBLIGATED AND
LIABLE UNDER EACH CONTRACT OR AGREEMENT COMPRISED IN THE COLLATERAL TO BE
OBSERVED OR PERFORMED BY THE DEBTOR THEREUNDER.
OTHER THAN AS A RESULT OF
FORECLOSURE, THE SECURED PARTY SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER
ANY SUCH CONTRACT OR AGREEMENT BY REASON OF OR ARISING OUT OF THIS AGREEMENT OR
THE RECEIPT BY THE SECURED PARTY OF ANY PAYMENT RELATING TO ANY OF THE
COLLATERAL, NOR SHALL THE SECURED PARTY BE OBLIGATED IN ANY MANNER TO PERFORM
ANY OF THE OBLIGATIONS OF THE DEBTOR UNDER OR PURSUANT TO ANY SUCH CONTRACT OR
AGREEMENT, TO MAKE INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT
RECEIVED BY THE SECURED PARTY