ANY AND ALL (I) BALANCES AND
DEPOSITS OF BORROWER HELD BY BANK, OR (II) INDEBTEDNESS AT ANY TIME OWING TO OR
FOR THE CREDIT OR THE ACCOUNT OF BORROWER HELD BY BANK;
(F)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE
FOR SALE, ADVERTISE FOR SALE, AND SELL (IN THE MANNER PROVIDED FOR HEREIN) THE
COLLATERAL.
BANK IS HEREBY GRANTED A LICENSE OR OTHER RIGHT, 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;
(G)
DISPOSE OF THE COLLATERAL 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;
(H)
BANK MAY CREDIT BID AND PURCHASE AT ANY PUBLIC SALE; AND
(I)
ANY DEFICIENCY THAT EXISTS AFTER DISPOSITION OF THE COLLATERAL AS
PROVIDED ABOVE WILL BE PAID IMMEDIATELY BY BORROWER.
Bank will comply with all applicable laws in enforcing its remedies hereunder.
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 AS PERMITTED BY THE CODE; (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 ACCOUNT DEBTORS, FOR AMOUNTS AND UPON TERMS WHICH BANK
DETERMINES TO BE REASONABLE; AND (G) TO FILE, IN ITS SOLE DISCRETION, ONE OR
MORE FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS THERETO, RELATIVE TO
ANY OF THE COLLATERAL WITHOUT THE SIGNATURE OF BORROWER WHERE PERMITTED BY LAW;
PROVIDED BANK MAY EXERCISE SUCH POWER OF ATTORNEY TO SIGN THE NAME OF BORROWER
ON ANY OF THE DOCUMENTS DESCRIBED IN SECTION 4.2 REGARDLESS OF WHETHER AN EVENT
OF DEFAULT HAS OCCURRED, INCLUDING WITHOUT LIMITATION TO MODIFY, IN ITS SOLE
DISCRETION, ANY INTELLECTUAL PROPERTY SECURITY AGREEMENT ENTERED INTO BETWEEN
BORROWER AND BANK WITHOUT FIRST OBTAINING BORROWER'S APPROVAL OF OR SIGNATURE TO
SUCH MODIFICATION BY AMENDING