PARAGRAPH THE
"COLLATERAL").
THIS SECURITY INSTRUMENT SHALL ALSO CONSTITUTE A "FIXTURE
FILING" FOR THE PURPOSES OF THE UCC AND IS TO BE FILED FOR RECORD IN THE REAL
ESTATE RECORDS WHERE ANY PART OF THE PROPERTY (INCLUDING SAID FIXTURES) IS
SITUATED.
AS SUCH, THIS SECURITY INSTRUMENT COVERS ALL ITEMS OF THE COLLATERAL
THAT ARE OR ARE TO BECOME FIXTURES.
INFORMATION CONCERNING THE SECURITY INTEREST HEREIN GRANTED MAY BE OBTAINED FROM
THE PARTIES AT THE ADDRESSES OF THE PARTIES SET FORTH IN THE FIRST PARAGRAPH OF
THIS SECURITY INSTRUMENT.
IF AN EVENT OF DEFAULT SHALL OCCUR, LENDER, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES WHICH IT MAY HAVE, SHALL HAVE AND MAY
EXERCISE IMMEDIATELY AND WITHOUT DEMAND, ANY AND ALL RIGHTS AND REMEDIES GRANTED
TO A SECURED PARTY UPON DEFAULT UNDER THE UCC, INCLUDING, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE RIGHT TO TAKE POSSESSION OF THE COLLATERAL OR
ANY PART THEREOF, AND TO TAKE SUCH OTHER MEASURES AS LENDER MAY DEEM NECESSARY
FOR THE CARE, PROTECTION AND PRESERVATION OF THE COLLATERAL.
UPON REQUEST OR
DEMAND OF LENDER, BORROWER SHALL AT ITS EXPENSE ASSEMBLE THE COLLATERAL AND MAKE
IT AVAILABLE TO LENDER AT A CONVENIENT PLACE ACCEPTABLE TO LENDER.
BORROWER
SHALL PAY TO LENDER ON DEMAND ANY AND ALL EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS, INCURRED OR PAID BY LENDER IN PROTECTING THE
INTEREST IN THE COLLATERAL AND IN ENFORCING THE RIGHTS HEREUNDER WITH RESPECT TO
THE COLLATERAL.
ANY NOTICE OF SALE, DISPOSITION OR OTHER INTENDED ACTION BY
LENDER WITH RESPECT TO THE COLLATERAL, SENT TO BORROWER IN ACCORDANCE WITH THE
PROVISIONS HEREOF AT LEAST TEN DAYS PRIOR TO SUCH ACTION, SHALL CONSTITUTE
COMMERCIALLY REASONABLE NOTICE TO BORROWER.
THE PROCEEDS OF ANY DISPOSITION OF
THE COLLATERAL, OR ANY PART THEREOF, MAY BE APPLIED BY LENDER TO THE PAYMENT OF
THE DEBT IN SUCH PRIORITY AND PROPORTIONS AS LENDER IN ITS SOLE DISCRETION SHALL
DEEM PROPER.
IN THE EVENT OF ANY CHANGE IN NAME, IDENTITY OR STRUCTURE OF
BORROWER, BORROWER SHALL NOTIFY LENDER THEREOF AND PROMPTLY AFTER REQUEST SHALL
EXECUTE, FILE AND RECORD SUCH UCC FORMS AS ARE NECESSARY TO MAINTAIN THE
PRIORITY OF LENDER'S LIEN UPON AND SECURITY INTEREST IN THE COLLATERAL, AND
SHALL PAY ALL EXPENSES AND FEES IN CONNECTION WITH THE FILING AND RECORDING
THEREOF.
IF LENDER SHALL REQUIRE THE FILING OR RECORDING OF ADDITIONAL UCC
FORMS OR CONTINUATION STATEMENTS, BORROWER SHALL, PROMPTLY AFTER REQUEST,
EXECUTE, FILE AND RECORD SUCH UCC FORMS OR CONTINUATION STATEMENTS AS LENDER
SHALL DEEM NECESSARY, AND SHALL PAY ALL EXPENSES AND FEES IN CONNECTION WITH THE
FILING AND RECORDING THEREOF, IT BEING UNDERSTOOD AND AGREED, HOWEVER, THAT NO
SUCH ADDITIONAL DOCUMENTS SHALL INCREASE BORROWER'S OBLIGATIONS UNDER THE LOAN
DOCUMENTS.
BORROWER HEREBY IRREVOCABLY APPOINTS LENDER AS ITS ATTORNEY-IN-FACT,
COUPLED WITH AN INTEREST, TO FILE WITH THE APPROPRIATE PUBLIC OFFICE ON ITS
BEHALF ANY FINANCING OR OTHER STATEMENTS SIGNED ONLY BY LENDER, AS SECURED
PARTY, IN CONNECTION WITH THE COLLATERAL COVERED BY THIS SECURITY INSTRUMENT.
13.
ACTIONS AND PROCEEDINGS.
LENDER HAS THE