3
(A)
DEBTOR SHALL FURNISH CERTIFICATES, POLICIES OR ENDORSEMENTS TO
SECURED PARTY AS SECURED PARTY SHALL REQUIRE AS PROOF OF SUCH INSURANCE, AND, IF
DEBTOR FAILS TO DO SO, SECURED PARTY IS AUTHORIZED, BUT NOT REQUIRED, TO OBTAIN
SUCH INSURANCE AT THE EXPENSE OF DEBTOR;
(B)
ALL POLICIES SHALL PROVIDE FOR AT LEAST THIRTY (30) DAYS PRIOR
WRITTEN NOTICE TO SECURED PARTY OF ANY CANCELLATION OR REDUCTION OF COVERAGE AND
THAT SECURED PARTY MAY ACT AS ATTORNEY FOR DEBTOR IN OBTAINING, AND AT ANY TIME
AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, ADJUSTING,
SETTLING, AMENDING AND CANCELING SUCH INSURANCE; AND
(C)
DEBTOR SHALL CAUSE SECURED PARTY TO BE NAMED AS A LOSS PAYEE AND
AN ADDITIONAL INSURED (BUT WITHOUT ANY LIABILITY FOR ANY PREMIUMS) UNDER SUCH
INSURANCE POLICIES AND DEBTOR SHALL OBTAIN NON-CONTRIBUTORY LENDER'S LOSS
PAYABLE ENDORSEMENTS TO ALL INSURANCE POLICIES IN FORM AND SUBSTANCE
SATISFACTORY TO SECURED PARTY (SUCH LENDER'S LOSS PAYABLE ENDORSEMENTS SHALL
SPECIFY THAT THE PROCEEDS OF SUCH INSURANCE SHALL BE PAYABLE TO SECURED PARTY AS
ITS INTERESTS MAY APPEAR AND FURTHER SPECIFY THAT SECURED PARTY SHALL BE PAID
REGARDLESS OF ANY ACT OR OMISSION BY DEBTOR OR ANY OF ITS AFFILIATES).
AT ITS OPTION, SECURED PARTY MAY APPLY ANY INSURANCE PROCEEDS RECEIVED BY
SECURED PARTY AT ANY TIME TO THE COST OF REPAIRS OR REPLACEMENT OF COLLATERAL
AND/OR TO PAYMENT OF THE OBLIGATIONS, WHETHER OR NOT THEN DUE, IN ANY ORDER AND
IN SUCH MANNER AS SECURED PARTY MAY DETERMINE OR HOLD SUCH PROCEEDS AS CASH
COLLATERAL TO SECURE THE OBLIGATIONS.
5.
Further Assurances.
At Secured Party's request from time to
time, the Debtor will execute and deliver or cause to be executed and delivered
any and all such further agreements, instruments and documents and take such
further actions as Secured Party may reasonably deem desirable to evidence,
perfect, maintain and enforce the Secured Party's security interests and the
priority thereof in the Collateral and to otherwise effectuate the provisions or
purposes of this Security Agreement and the other Loan Documents.
6.
Events of Default.
The following shall each constitute an Event
of Default hereunder:
(a)
occurrence of any Event of Default as defined in the Loan
Agreement; and
(b)
any failure of Debtor in the performance in any material respect
of any of the terms or conditions of, or any breach of any material
representation, covenant or warranty under, or any other material default under
this Agreement.
7.
Remedies Upon Default.
(a)
Upon the occurrence and during the continuance of any Event of
Default, and subject to (and without limitation of) the terms of the Loan
Agreement (including, without limitation, the cure periods (if any) with respect
to such Events of Default set forth therein):
4
(i)
Secured Party may declare all Obligations secured hereby
immediately due and payable and shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code as now in effect in the
Commonwealth of Massachusetts or under other