WITH
RESPECT TO ANY GUARANTOR.
8.11
EVENT OF DEFAULT UNDER OTHER LOAN DOCUMENTS.
AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER ANY OTHER LOAN DOCUMENT
(AFTER GIVING EFFECT TO, BUT WITHOUT DUPLICATION OF, ANY APPLICABLE GRACE
PERIODS).
9
BANK'S RIGHTS AND REMEDIES
9.1
RIGHTS AND REMEDIES. IF AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, BANK MAY, WITHOUT NOTICE OR DEMAND, DO ANY OR
ALL OF THE FOLLOWING:
(A)
DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND
PAYABLE (BUT IF AN EVENT OF DEFAULT DESCRIBED IN SECTION 8.5 OCCURS ALL
OBLIGATIONS ARE IMMEDIATELY DUE AND PAYABLE WITHOUT ANY ACTION BY BANK);
(B)
STOP ADVANCING MONEY OR EXTENDING CREDIT FOR
BORROWER'S BENEFIT UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT BETWEEN
BORROWER AND BANK;
(C)
DEMAND THAT BORROWER (I) DEPOSIT CASH WITH
BANK IN AN AMOUNT EQUAL TO 105% OF THE DOLLAR EQUIVALENT OF THE AGGREGATE FACE
AMOUNT OF ALL LETTERS OF CREDIT REMAINING UNDRAWN (PLUS ALL INTEREST, FEES, AND
COSTS DUE OR TO BECOME DUE IN CONNECTION THEREWITH (AS ESTIMATED BY BANK IN ITS
GOOD FAITH BUSINESS JUDGMENT)), TO SECURE ALL OF THE OBLIGATIONS RELATING TO
SUCH LETTERS OF CREDIT, 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;
18
(D)
TERMINATE ANY FX FORWARD CONTRACTS;
(E)
VERIFY THE AMOUNT OF, DEMAND PAYMENT OF AND
PERFORMANCE UNDER, AND COLLECT ANY ACCOUNTS AND GENERAL INTANGIBLES, 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;
(F)
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;
(G)
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;
(H)
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, AND
ADVERTISING MATTER, OR ANY SIMILAR PROPERTY AS IT PERTAINS TO THE