relating to other Permitted Liens.
Borrower shall defend the right, title and interest of Mortgagee in and to the
Collateral against the claims and demands of all Persons whomsoever, except if
such claims or demands are the direct result of Mortgagee's gross negligence or
willful misconduct, and Borrower shall take such actions, including (i) the
prompt delivery of all original Instruments, Chattel Paper and certificated
Stock owned by Borrower to Mortgagee, (ii) notification of Mortgagee's interest
in Collateral at Mortgagee's request, and (iii) the institution of litigation or
other proceedings against third parties as shall be prudent in order to protect
and preserve Borrower's and Mortgagee's respective and several interests in the
Collateral.
Section 3.06
Mortgagee's Rights.
(A)
IN ADDITION TO ANY AND ALL
RIGHTS UNDER THIS MORTGAGE AND THE OTHER LOAN
DOCUMENTS, AT ANY TIME AFTER THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, MORTGAGEE
G-6
MAY, AT ANY TIME IN MORTGAGEE'S OWN NAME OR IN THE NAME OF BORROWER,
(I) COMMUNICATE WITH ACCOUNT DEBTORS, PARTIES TO CONTRACTS AND LEASES, AND
OBLIGORS IN RESPECT OF INSTRUMENTS, CHATTEL PAPER OR OTHER COLLATERAL TO VERIFY
TO MORTGAGEE'S SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF ANY SUCH
ACCOUNTS, CONTRACTS, INSTRUMENTS, CHATTEL PAPER, LEASES OR OTHER COLLATERAL, AND
(II) WITHOUT PRIOR NOTICE TO BORROWER, NOTIFY ACCOUNT DEBTORS, PARTIES TO
CONTRACTS, PARTIES TO LEASES, AND OBLIGORS IN RESPECT OF CHATTEL PAPER,
INSTRUMENTS, OR OTHER COLLATERAL THAT SUCH COLLATERAL HAS BEEN ASSIGNED TO
MORTGAGEE AND THAT PAYMENTS SHALL BE MADE DIRECTLY TO MORTGAGEE.
UPON THE
REQUEST OF MORTGAGEE, BORROWER SHALL SO NOTIFY SUCH ACCOUNT DEBTORS, PARTIES TO
CONTRACTS, PARTIES TO LEASES, AND OBLIGORS IN RESPECT OF INSTRUMENTS, CHATTEL
PAPER, LEASES OR OTHER COLLATERAL.
(B)
IT IS EXPRESSLY AGREED BY BORROWER THAT
BORROWER SHALL REMAIN LIABLE UNDER EACH CONTRACT, LICENSE AND LEASE TO OBSERVE
AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY
IT THEREUNDER, AND MORTGAGEE SHALL HAVE NO OBLIGATION OR LIABILITY WHATSOEVER TO
ANY PERSON UNDER ANY CONTRACT, LICENSE OR LEASE (BETWEEN BORROWER, ENGINE OWNER
AND EQUIPMENT OWNER AND ANY PERSON OTHER THAN MORTGAGEE) BY REASON OF OR ARISING
OUT OF THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS MORTGAGE, AND MORTGAGEE
SHALL NOT BE REQUIRED OR OBLIGATED IN ANY MANNER (I) TO PERFORM OR FULFILL ANY
OF THE OBLIGATIONS OF BORROWER THEREUNDER, (II) TO MAKE ANY PAYMENT OR INQUIRY,
OR (III) TO TAKE ANY ACTION OF ANY KIND TO COLLECT OR ENFORCE ANY PERFORMANCE OR
THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY
BE ENTITLED AT ANY TIME OR TIMES UNDER OR PURSUANT TO ANY CONTRACT, LICENSE OR
LEASE.
(C)
BORROWER SHALL, WITH RESPECT TO EACH OWNED,
LEASED, OR CONTROLLED PROPERTY OR FACILITY, DURING NORMAL BUSINESS HOURS AND
UPON REASONABLE PRIOR NOTICE (UNLESS A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, IN WHICH EVENT NO NOTICE SHALL BE REQUIRED AND MORTGAGEE
SHALL HAVE ACCESS AT ANY AND ALL TIMES):
(I) PROVIDE ACCESS TO SUCH FACILITY OR