ANY CIRCUMSTANCE DESCRIBED IN SECTIONS 8.3, 8.4, 8.5, 8.7, OR
8.8. OCCURS WITH RESPECT TO ANY
17
GUARANTOR, (D) THE LIQUIDATION, WINDING UP, OR TERMINATION OF EXISTENCE OF ANY
GUARANTOR; OR (E) (I) A MATERIAL IMPAIRMENT IN THE PERFECTION OR PRIORITY OF
BANK'S LIEN IN THE COLLATERAL PROVIDED BY GUARANTOR OR IN THE VALUE OF SUCH
COLLATERAL OR (II) A MATERIAL ADVERSE CHANGE IN THE GENERAL AFFAIRS, MANAGEMENT,
RESULTS OF OPERATION, CONDITION (FINANCIAL OR OTHERWISE) OR THE PROSPECT OF
REPAYMENT OF THE OBLIGATIONS OCCURS WITH RESPECT TO ANY GUARANTOR.
9
BANK'S RIGHTS AND REMEDIES
9.1
RIGHTS AND REMEDIES.
WHILE AN EVENT OF
DEFAULT OCCURS AND CONTINUES 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 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)
TERMINATE ANY FX CONTRACTS;
(E)
SETTLE OR ADJUST DISPUTES AND CLAIMS
DIRECTLY WITH ACCOUNT DEBTORS FOR AMOUNTS ON TERMS AND IN ANY ORDER THAT IS
COMMERCIALLY REASONABLE AND WHICH BANK CONSIDERS ADVISABLE, NOTIFY ANY PERSON
OWING BORROWER MONEY OF BANK'S SECURITY INTEREST IN SUCH FUNDS, AND VERIFY THE
AMOUNT OF SUCH ACCOUNT;
(F)
MAKE ANY PAYMENTS AND DO ANY ACTS IT
CONSIDERS NECESSARY OR REASONABLE IN ITS COMMERCIALLY REASONABLE JUDGMENT 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, EXCEPT TO THE EXTENT THAT FUNDS HAVE
BEEN SET ASIDE BY BORROWER TO PAY WAGES, PAYROLL TAXES, OR EMPLOYMENT BENEFITS
EARNED BY EMPLOYEES OF THE 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,