SOLELY PURSUANT TO
THE PROVISIONS OF THIS SECTION 9.1, TO USE, WITHOUT CHARGE, BORROWER'S LABELS,
PATENTS, COPYRIGHTS, RIGHTS OF USE OF ANY NAME, TRADE SECRETS, TRADE NAMES,
TRADEMARKS, SERVICE MARKS, AND ADVERTISING MATTER, OR ANY PROPERTY OF A SIMILAR
NATURE, 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 9.1, BORROWER'S RIGHTS UNDER ALL
LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO BANK'S BENEFIT;
(H)
SELL THE COLLATERAL AT EITHER A PUBLIC OR PRIVATE SALE, OR BOTH, BY WAY OF
ONE OR MORE CONTRACTS OR TRANSACTIONS, FOR CASH OR ON TERMS, IN SUCH MANNER AND
AT SUCH PLACES (INCLUDING BORROWER'S PREMISES) AS BANK DETERMINES IS
COMMERCIALLY REASONABLE, AND APPLY ANY PROCEEDS TO THE OBLIGATIONS IN WHATEVER
MANNER OR ORDER BANK DEEMS APPROPRIATE.
BANK MAY SELL THE COLLATERAL WITHOUT
GIVING ANY WARRANTIES AS TO THE COLLATERAL.
BANK MAY SPECIFICALLY DISCLAIM ANY
WARRANTIES OF TITLE OR THE LIKE.
THIS PROCEDURE WILL NOT BE CONSIDERED
ADVERSELY TO AFFECT THE COMMERCIAL REASONABLENESS OF ANY SALE OF THE
COLLATERAL.
IF BANK SELLS ANY OF THE COLLATERAL UPON CREDIT, BORROWER WILL BE
CREDITED ONLY WITH PAYMENTS ACTUALLY MADE BY THE PURCHASER, RECEIVED BY BANK,
AND APPLIED TO THE INDEBTEDNESS OF THE PURCHASER.
IF THE PURCHASER FAILS TO PAY
FOR THE COLLATERAL, BANK MAY RESELL THE COLLATERAL AND BORROWER SHALL BE
CREDITED WITH THE PROCEEDS OF THE SALE;
(I)
BANK MAY CREDIT BID AND PURCHASE AT ANY PUBLIC SALE;
(J)
APPLY FOR THE APPOINTMENT OF A RECEIVER, TRUSTEE, LIQUIDATOR OR
CONSERVATOR OF THE COLLATERAL, WITHOUT NOTICE AND WITHOUT REGARD TO THE ADEQUACY
OF THE SECURITY FOR THE OBLIGATIONS AND WITHOUT REGARD TO THE SOLVENCY OF
BORROWER, ANY GUARANTOR OR ANY OTHER PERSON LIABLE FOR ANY OF THE OBLIGATIONS;
AND
(K)
ANY DEFICIENCY THAT EXISTS AFTER DISPOSITION OF THE COLLATERAL AS PROVIDED
ABOVE WILL BE PAID IMMEDIATELY BY BORROWER.
Bank may comply with any applicable state or federal law requirements in
connection with a disposition of the Collateral and compliance will not be
considered adversely to affect the commercial reasonableness of any sale of the
Collateral.
9.2
POWER OF ATTORNEY.
EFFECTIVE ONLY UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER HEREBY IRREVOCABLY APPOINTS BANK
(AND ANY OF BANK'S DESIGNATED OFFICERS, OR EMPLOYEES) AS BORROWER'S TRUE AND
LAWFUL ATTORNEY TO:
(A) SEND REQUESTS FOR VERIFICATION OF ACCOUNTS OR NOTIFY
ACCOUNT DEBTORS OF BANK'S SECURITY INTEREST IN THE ACCOUNTS; (B) ENDORSE
BORROWER'S NAME ON ANY CHECKS OR OTHER FORMS OF PAYMENT OR SECURITY THAT MAY
COME INTO BANK'S POSSESSION; (C) SIGN BORROWER'S NAME ON ANY INVOICE OR BILL OF
LADING RELATING TO ANY ACCOUNT, DRAFTS AGAINST ACCOUNT DEBTORS, SCHEDULES AND
ASSIGNMENTS OF ACCOUNTS, VERIFICATIONS OF ACCOUNTS, AND NOTICES TO ACCOUNT
DEBTORS; (D) DISPOSE OF ANY COLLATERAL; (E) MAKE, SETTLE, AND ADJUST ALL CLAIMS
UNDER AND DECISIONS WITH RESPECT TO BORROWER'S POLICIES OF INSURANCE; (F) SETTLE
AND ADJUST DISPUTES AND CLAIMS RESPECTING THE ACCOUNTS DIRECTLY WITH