OTHER RIGHTS OF THE
BORROWER WITH RESPECT TO, ANY AND ALL POLICIES OF INSURANCE NOW OR AT ANY TIME
HEREAFTER COVERING THE COLLATERAL OR ANY EVIDENCE THEREOF OR ANY BUSINESS
RECORDS OR VALUABLE PAPERS PERTAINING THERETO, AND THE BORROWER HEREBY DIRECTS
THE ISSUER OF ANY SUCH POLICY TO PAY ALL SUCH MONIES DIRECTLY TO THE LENDER.
AT
ANY TIME, WHETHER OR NOT A DEFAULT PERIOD THEN EXISTS, THE LENDER MAY (BUT NEED
NOT), IN THE LENDER'S NAME OR IN THE BORROWER'S NAME, EXECUTE AND DELIVER PROOF
OF CLAIM, RECEIVE ALL SUCH MONIES, 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.
ANY MONIES RECEIVED AS PAYMENT
FOR ANY LOSS UNDER ANY INSURANCE POLICY MENTIONED ABOVE (OTHER THAN LIABILITY
INSURANCE POLICIES) OR AS PAYMENT OF ANY AWARD OR COMPENSATION FOR CONDEMNATION
OR TAKING BY EMINENT DOMAIN, SHALL BE PAID OVER TO THE LENDER TO BE APPLIED, AT
THE OPTION OF THE LENDER, EITHER TO THE PREPAYMENT OF THE OBLIGATIONS OR SHALL
BE DISBURSED TO THE BORROWER UNDER STAGED PAYMENT TERMS REASONABLY SATISFACTORY
TO THE LENDER FOR APPLICATION TO THE COST OF REPAIRS, REPLACEMENTS, OR
RESTORATIONS.
ANY SUCH REPAIRS, REPLACEMENTS, OR RESTORATIONS SHALL BE EFFECTED
WITH REASONABLE PROMPTNESS AND SHALL BE OF A VALUE AT LEAST EQUAL TO THE VALUE
OF THE ITEMS OR PROPERTY DESTROYED PRIOR TO SUCH DAMAGE OR DESTRUCTION.
SECTION 3.4
OCCUPANCY.(A)
THE BORROWER HEREBY IRREVOCABLY GRANTS
TO THE LENDER THE RIGHT TO TAKE POSSESSION OF THE AT ANY TIME DURING A DEFAULT
PERIOD NOTICE .
(B)
THE LENDER MAY USE THE PREMISES ONLY TO HOLD, PROCESS, SELL, USE,
STORE, LIQUIDATE, REALIZE UPON OR OTHERWISE DISPOSE OF GOODS THAT ARE COLLATERAL
AND FOR OTHER PURPOSES THAT THE LENDER MAY IN GOOD FAITH DEEM TO BE RELATED OR
INCIDENTAL PURPOSES.
17
(C)
THE LENDER'S RIGHT TO USE THE PREMISES SHALL CEASE AND TERMINATE
UPON THE EARLIER OF (I) PAYMENT IN FULL AND DISCHARGE OF ALL OBLIGATIONS AND
TERMINATION OF THE CREDIT FACILITY, AND (II) FINAL SALE OR DISPOSITION OF ALL
GOODS CONSTITUTING COLLATERAL AND DELIVERY OF ALL SUCH GOODS TO PURCHASERS.
(D)
THE LENDER SHALL NOT BE OBLIGATED TO PAY OR ACCOUNT FOR ANY RENT
OR OTHER COMPENSATION FOR THE OCCUPANCY OR USE OF ANY OF THE PREMISES; PROVIDED,
HOWEVER, THAT IF THE LENDER DOES PAY OR ACCOUNT FOR ANY RENT OR OTHER
COMPENSATION FOR THE OCCUPANCY OR USE OF ANY OF THE PREMISES, THE BORROWER SHALL
REIMBURSE THE LENDER PROMPTLY FOR THE FULL AMOUNT THEREOF.
IN ADDITION, THE
BORROWER WILL PAY, OR REIMBURSE THE LENDER FOR, ALL TAXES, FEES, DUTIES,
IMPOSTS, CHARGES AND EXPENSES AT ANY TIME INCURRED BY OR IMPOSED UPON THE LENDER
BY REASON OF THE EXECUTION, DELIVERY, EXISTENCE, RECORDATION, PERFORMANCE OR
ENFORCEMENT OF THIS AGREEMENT OR THE PROVISIONS OF THIS SECTION 3.4.
SECTION 3.5
LICENSE.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER
SECURITY DOCUMENT, THE BORROWER HEREBY GRANTS TO THE LENDER A NON-EXCLUSIVE,
WORLDWIDE AND ROYALTY-FREE LICENSE TO USE