BY LENDER. IN ITS DISCRETION, LENDER MAY DISCHARGE
TAXES AND OTHER ENCUMBRANCES AT ANY TIME LEVIED OR PLACED ON ANY OF THE
COLLATERAL, MAKE REPAIRS THERETO AND PAY ANY NECESSARY FILING FEES OR, IF THE
DEBTOR FAILS TO DO SO, INSURANCE PREMIUMS. BORROWER AGREES TO REIMBURSE LENDER
ON DEMAND FOR ANY AND ALL EXPENDITURES SO MADE. LENDER HAS NO OBLIGATION TO
BORROWER TO MAKE ANY SUCH EXPENDITURES, AND THE MAKING THEREOF WILL NOT RELIEVE
BORROWER OF ANY DEFAULT.
11.02
LENDER'S OBLIGATIONS AND DUTIES. ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, BORROWER WILL REMAIN LIABLE UNDER EACH CONTRACT OR AGREEMENT
COMPRISED IN THE COLLATERAL TO BE OBSERVED OR PERFORMED BY BORROWER THEREUNDER.
LENDER SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER ANY SUCH CONTRACT OR
AGREEMENT BY REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE RECEIPT BY LENDER
OF ANY PAYMENT RELATING TO ANY OF THE COLLATERAL, NOR SHALL LENDER BE OBLIGATED
IN ANY MANNER TO PERFORM ANY OF THE OBLIGATIONS OF BORROWER UNDER OR PURSUANT TO
ANY SUCH CONTRACT OR AGREEMENT, TO MAKE INQUIRY AS TO THE NATURE OR SUFFICIENCY
OF ANY PAYMENT RECEIVED BY LENDER IN RESPECT OF THE COLLATERAL OR AS TO THE
SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY SUCH CONTRACT OR
AGREEMENT, TO PRESENT OR FILE ANY CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY
PERFORMANCE OR TO COLLECT THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN
ASSIGNED TO LENDER OR TO WHICH LENDER MAY BE ENTITLED AT ANY TIME OR TIMES.
LENDER'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFE KEEPING AND PHYSICAL
PRESERVATION OF THE COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207 OF THE
UNIFORM COMMERCIAL CODE OF THE STATE OR OTHERWISE, IS TO DEAL WITH SUCH
COLLATERAL IN THE SAME MANNER AS LENDER DEALS WITH SIMILAR PROPERTY FOR ITS OWN
ACCOUNT.
12.
SECURITIES AND DEPOSITS. LENDER MAY AT ANY TIME AT ITS OPTION,
TRANSFER TO ITSELF OR ANY NOMINEE ANY SECURITIES CONSTITUTING COLLATERAL,
RECEIVE ANY INCOME THEREON AND HOLD SUCH INCOME AS ADDITIONAL COLLATERAL OR
APPLY IT TO THE OBLIGATIONS. WHETHER OR NOT ANY OBLIGATIONS ARE DUE, LENDER MAY
DEMAND, SUE FOR, COLLECT, OR MAKE ANY SETTLEMENT OR COMPROMISE WHICH IT DEEMS
DESIRABLE WITH RESPECT TO THE COLLATERAL. REGARDLESS OF THE ADEQUACY OF
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, ANY DEPOSITS OR OTHER SUMS
AT ANY TIME CREDITED BY OR DUE FROM
7
LENDER TO BORROWER MAY AT ANY TIME BE APPLIED TO OR SET OFF AGAINST ANY OF THE
OBLIGATIONS THEN DUE AND OWING.
13.
NOTIFICATION TO ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON
COLLATERAL. IF A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
BORROWER WILL, AT THE REQUEST OF LENDER, NOTIFY ACCOUNT DEBTORS AND OTHER
PERSONS OBLIGATED ON ANY OF THE COLLATERAL OF THE SECURITY INTEREST OF LENDER IN
ANY ACCOUNT, CHATTEL PAPER, GENERAL INTANGIBLE, INSTRUMENT OR OTHER COLLATERAL
AND THAT PAYMENT THEREOF IS TO BE MADE DIRECTLY TO LENDER OR TO ANY FINANCIAL
INSTITUTION DESIGNATED BY LENDER AS LENDER'S