OR
REASONABLE TO PROTECT ITS SECURITY INTEREST IN THE COLLATERAL.
BORROWER AGREES
TO ASSEMBLE THE COLLATERAL IF BANK SO REQUIRES, AND TO MAKE THE COLLATERAL
AVAILABLE TO BANK AS BANK MAY DESIGNATE.
BORROWER AUTHORIZES BANK TO ENTER THE
PREMISES WHERE THE COLLATERAL IS LOCATED, TO TAKE AND MAINTAIN POSSESSION OF THE
COLLATERAL, OR ANY PART OF IT, AND TO PAY, PURCHASE, CONTEST, OR COMPROMISE ANY
ENCUMBRANCE, CHARGE, OR LIEN WHICH IN BANK'S DETERMINATION APPEARS TO BE PRIOR
OR SUPERIOR TO ITS SECURITY INTEREST AND TO PAY ALL EXPENSES INCURRED IN
CONNECTION THEREWITH.
WITH RESPECT TO ANY OF BORROWER'S OWNED PREMISES,
BORROWER HEREBY GRANTS BANK A LICENSE TO ENTER INTO POSSESSION OF SUCH PREMISES
AND TO OCCUPY THE SAME, WITHOUT CHARGE, IN ORDER TO EXERCISE ANY OF BANK'S
RIGHTS OR REMEDIES PROVIDED HEREIN, AT LAW, IN EQUITY, OR OTHERWISE;
(E)
SET OFF AND APPLY TO THE OBLIGATIONS 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 SUBJECT TO THE RIGHTS OF THIRD PARTIES A
LICENSE OR OTHER RIGHT, SOLELY PURSUANT TO THE PROVISIONS OF THIS SECTION 0, 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 0,
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.
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,