COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS SECURED PARTY MAY
REASONABLY REQUEST, ALL IN REASONABLE DETAIL; (C) AT SECURED PARTY'S REASONABLE
REQUEST, APPEAR IN AND DEFEND ANY ACTION OR PROCEEDING THAT MAY AFFECT SUCH
GRANTOR'S TITLE TO OR SECURED PARTY'S SECURITY INTEREST IN ALL OR ANY PART OF
THE COLLATERAL; AND (D) USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY
NECESSARY CONSENTS OF THIRD PARTIES TO THE CREATION AND PERFECTION OF A SECURITY
INTEREST IN FAVOR OF SECURED PARTY WITH RESPECT TO ANY COLLATERAL. EACH GRANTOR
HEREBY AUTHORIZES SECURED PARTY TO FILE ONE OR MORE FINANCING OR CONTINUATION
STATEMENTS, AND AMENDMENTS THERETO, RELATIVE TO ALL OR ANY PART OF THE
COLLATERAL.
(B)
PLEDGED DEBT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
SECTION 4(A)., GRANTOR AGREES THAT (I) ALL INSTRUMENTS REPRESENTING OR
EVIDENCING THE PLEDGED DEBT SHALL BE DELIVERED TO AND HELD BY OR ON BEHALF OF
SECURED PARTY PURSUANT HERETO AND SHALL BE IN SUITABLE FORM FOR TRANSFER BY
DELIVERY OR, AS APPLICABLE, SHALL BE ACCOMPANIED BY GRANTOR'S ENDORSEMENT, WHERE
NECESSARY, OR DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENTS IN BLANK, ALL
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SECURED PARTY AND (II) IT WILL,
UPON OBTAINING ANY ADDITIONAL PLEDGED DEBT, PROMPTLY (AND IN ANY EVENT WITHIN
FIVE BUSINESS DAYS) DELIVER TO SECURED PARTY A PLEDGE SUPPLEMENT, DULY EXECUTED
BY GRANTOR, IN RESPECT OF SUCH ADDITIONAL PLEDGED DEBT; PROVIDED, THAT THE
FAILURE OF GRANTOR TO EXECUTE A PLEDGE SUPPLEMENT WITH RESPECT TO ANY ADDITIONAL
PLEDGED DEBT SHALL NOT IMPAIR THE SECURITY INTEREST OF SECURED PARTY THEREIN OR
OTHERWISE ADVERSELY AFFECT THE RIGHTS AND REMEDIES OF SECURED PARTY HEREUNDER
WITH RESPECT THERETO.
SECTION 5.
Certain Covenants of Grantors.
Each Grantor shall:
(A)
EITHER (I) DEPOSIT ALL REFUND COLLATERAL RECEIVED BY A BORROWER OR
GUARANTOR INTO A DEPOSIT ACCOUNT IN THE NAME OF GUARANTOR AT A LENDER AND
MAINTAIN SUCH COLLATERAL IN A DEPOSIT ACCOUNT AT A LENDER UNTIL THE MATURITY
DATE, OR (II) MAKE A VOLUNTARY PREPAYMENT OF THE LOANS IN THE AMOUNT OF SUCH
REFUND COLLATERAL WHEN SUCH REFUND COLLATERAL IS RECEIVED BY A BORROWER OR
GUARANTOR.
(B)
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;
(C)
GIVE SECURED PARTY AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF ANY CHANGE
IN SUCH GRANTOR'S NAME, IDENTITY OR CORPORATE STRUCTURE;
(D)
GIVE SECURED PARTY AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF ANY
REINCORPORATION, REORGANIZATION OR OTHER ACTION THAT RESULTS IN A CHANGE OF THE
JURISDICTION OF ORGANIZATION OF SUCH GRANTOR;
4
(E)
PERMIT REPRESENTATIVES OF SECURED PARTY AT ANY TIME DURING NORMAL
BUSINESS HOURS TO INSPECT AND MAKE ABSTRACTS FROM RECORDS OF THE COLLATERAL, AND
EACH GRANTOR AGREES TO RENDER TO SECURED PARTY, AT GRANTOR'S COST AND EXPENSE,
SUCH CLERICAL AND OTHER ASSISTANCE AS MAY BE REASONABLY REQUESTED WITH REGARD
THERETO.
SECTION 6.
Secured Party Appointed Attorney-in-Fact
Each Grantor hereby irrevocably