BORROWER (I) DEPOSITS CASH WITH BANK IN AN AMOUNT EQUAL TO
THE AGGREGATE AMOUNT OF ANY LETTERS OF CREDIT REMAINING UNDRAWN, AS COLLATERAL
SECURITY FOR THE REPAYMENT OF ANY FUTURE DRAWINGS UNDER SUCH LETTERS OF CREDIT,
AND BORROWER SHALL FORTHWITH DEPOSIT AND PAY SUCH AMOUNTS, AND (II) PAY IN
ADVANCE ALL LETTER OF CREDIT FEES SCHEDULED TO BE PAID OR PAYABLE OVER THE
REMAINING TERM OF ANY LETTERS OF CREDIT;
(D)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT DEBTORS FOR
AMOUNTS ON TERMS AND IN ANY ORDER THAT BANK CONSIDERS ADVISABLE, NOTIFY ANY
PERSON OWING BORROWER MONEY OF BANK'S SECURITY INTEREST IN SUCH FUNDS, AND
VERIFY THE AMOUNT OF SUCH ACCOUNT;
(E)
MAKE ANY PAYMENTS AND DO ANY ACTS IT CONSIDERS NECESSARY OR REASONABLE
TO PROTECT THE COLLATERAL AND/OR ITS SECURITY INTEREST IN THE COLLATERAL.
BORROWER SHALL ASSEMBLE THE COLLATERAL IF BANK REQUESTS AND MAKE IT AVAILABLE AS
BANK DESIGNATES.
BANK MAY ENTER PREMISES WHERE THE COLLATERAL IS LOCATED, TAKE
AND MAINTAIN POSSESSION OF ANY PART OF THE COLLATERAL, AND PAY, 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,
13
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
POWER OF ATTORNEY.
BORROWER HEREBY IRREVOCABLY APPOINTS BANK AS
ITS LAWFUL ATTORNEY-IN-FACT, EXERCISABLE UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, TO:
(A) ENDORSE BORROWER'S NAME ON ANY
CHECKS OR OTHER FORMS OF PAYMENT OR SECURITY; (B) SIGN BORROWER'S NAME ON ANY
INVOICE OR BILL OF LADING FOR ANY ACCOUNT OR DRAFTS AGAINST ACCOUNT DEBTORS; (C)
SETTLE AND ADJUST DISPUTES