PURCHASE, CONTEST, OR COMPROMISE ANY LIEN WHICH APPEARS TO BE PRIOR OR SUPERIOR
TO ITS SECURITY INTEREST AND PAY ALL EXPENSES INCURRED.
BORROWER GRANTS BANK A
LICENSE TO ENTER AND OCCUPY ANY OF ITS PREMISES, WITHOUT CHARGE, TO EXERCISE ANY
OF BANK'S RIGHTS OR REMEDIES;
(F)
APPLY TO THE OBLIGATIONS ANY (I) BALANCES
AND DEPOSITS OF BORROWER IT HOLDS, OR (II) ANY AMOUNT HELD BY BANK OWING TO OR
FOR THE CREDIT OR THE ACCOUNT OF BORROWER;
(G)
SHIP, RECLAIM, RECOVER, STORE, FINISH,
MAINTAIN, REPAIR, PREPARE FOR SALE, ADVERTISE FOR SALE, AND SELL THE
COLLATERAL.
BANK IS HEREBY GRANTED A NON-EXCLUSIVE, ROYALTY-FREE LICENSE OR
OTHER RIGHT TO USE, WITHOUT CHARGE, BORROWER'S LABELS, PATENTS, COPYRIGHTS, MASK
WORKS, RIGHTS OF USE OF ANY NAME, TRADE SECRETS, TRADE NAMES, TRADEMARKS,
SERVICE MARKS, AND ADVERTISING MATTER, OR ANY SIMILAR PROPERTY AS IT PERTAINS TO
THE COLLATERAL, IN COMPLETING PRODUCTION OF, ADVERTISING FOR SALE, AND SELLING
ANY COLLATERAL AND, IN CONNECTION WITH BANK'S EXERCISE OF ITS RIGHTS UNDER THIS
SECTION, BORROWER'S RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS INURE
TO BANK'S BENEFIT;
(H)
PLACE A "HOLD" ON ANY ACCOUNT MAINTAINED
WITH BANK AND/OR DELIVER A NOTICE OF EXCLUSIVE CONTROL, ANY ENTITLEMENT ORDER,
OR OTHER DIRECTIONS OR INSTRUCTIONS PURSUANT TO ANY CONTROL AGREEMENT OR SIMILAR
AGREEMENTS PROVIDING CONTROL OF ANY COLLATERAL;
(I)
DEMAND AND RECEIVE POSSESSION OF
BORROWER'S BOOKS; AND
(J)
EXERCISE ALL RIGHTS AND REMEDIES
AVAILABLE TO BANK UNDER THE LOAN DOCUMENTS OR AT LAW OR EQUITY, INCLUDING ALL
REMEDIES PROVIDED UNDER THE CODE (INCLUDING DISPOSAL OF THE COLLATERAL PURSUANT
TO THE TERMS THEREOF).
9.2
PROTECTIVE PAYMENTS.
IF BORROWER FAILS TO
OBTAIN INSURANCE CALLED FOR BY SECTION 6.4 OR FAILS TO PAY ANY PREMIUM THEREON
OR FAILS TO PAY ANY OTHER AMOUNT WHICH BORROWER IS OBLIGATED TO PAY UNDER THIS
EXIM AGREEMENT OR BY ANY OTHER LOAN DOCUMENT, BANK MAY OBTAIN SUCH INSURANCE OR
MAKE SUCH PAYMENT, AND ALL AMOUNTS SO PAID BY BANK ARE BANK EXPENSES AND
IMMEDIATELY DUE AND PAYABLE, BEARING INTEREST AT THE THEN HIGHEST APPLICABLE
RATE, AND SECURED BY THE COLLATERAL.
BANK WILL MAKE REASONABLE EFFORT TO
PROVIDE BORROWER WITH NOTICE OF BANK OBTAINING SUCH INSURANCE AT THE TIME IT IS
OBTAINED OR WITHIN A REASONABLE TIME THEREAFTER. NO PAYMENTS BY BANK ARE DEEMED
AN AGREEMENT TO MAKE SIMILAR PAYMENTS IN THE FUTURE OR BANK'S WAIVER OF ANY
EVENT OF DEFAULT.
9.3
BANK'S LIABILITY FOR COLLATERAL.
SO LONG AS
BANK COMPLIES WITH REASONABLE BANKING PRACTICES REGARDING THE SAFEKEEPING OF
COLLATERAL IN POSSESSION OR UNDER THE CONTROL OF BANK, BANK SHALL NOT BE LIABLE
OR RESPONSIBLE FOR: (A) THE SAFEKEEPING OF THE COLLATERAL; (B) ANY LOSS OR
DAMAGE TO THE COLLATERAL; (C) ANY DIMINUTION IN
10
THE VALUE OF THE COLLATERAL; OR (D) ANY ACT OR DEFAULT OF ANY CARRIER,
WAREHOUSEMAN, BAILEE, OR OTHER PERSON.
BORROWER BEARS ALL RISK OF LOSS, DAMAGE
OR DESTRUCTION OF THE COLLATERAL.
9.4
REMEDIES CUMULATIVE.
BANK'S FAILURE, AT ANY
TIME OR TIMES, TO REQUIRE STRICT PERFORMANCE BY BORROWER OF ANY PROVISION OF
THIS EXIM AGREEMENT