OTHER RELATED AGREEMENT BETWEEN THE PARTIES HERETO.
NO ENUMERATION OF RIGHTS IN
THIS SECTION OR ANYWHERE ELSE IN THIS AGREEMENT OR IN ANY OTHER RELATED
AGREEMENT BETWEEN THE PARTIES HERETO SHALL BE CONSTRUED TO IN ANY WAY LIMIT THE
RIGHTS OR REMEDIES OF THE BANK.
SECTION 10.4.
DIRECT DEBTOR TO DISPOSE OF COLLATERAL.
AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE BANK MAY DIRECT THE BORROWER
TO SELL, ASSIGN OR OTHERWISE LIQUIDATE OR DISPOSE OF ALL OR FROM TIME TO TIME
ANY PORTION OF THE COLLATERAL, AND THE BORROWER SHALL USE REASONABLE COMMERCIAL
EFFORTS TO COMPLY WITH SUCH DIRECTIONS, AND THE BANK MAY TAKE POSSESSION OF THE
NET PROCEEDS OF SUCH COLLATERAL.
THE BANK MAY REQUIRE THE BORROWER TO DIRECT
THAT ALL NET PROCEEDS OF SUCH COLLATERAL BE PAID DIRECTLY TO THE BANK AND UPON
SUCH DIRECTION THE BORROWER SHALL PROMPTLY COMPLY.
SECTION 10.5.
POSSESSION OF COLLATERAL.
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, THE BANK MAY TAKE POSSESSION OF THE
COLLATERAL AS FOLLOWS:
(A)
BANK MAY REQUIRE BORROWER TO DELIVER TO
BANK ALL OR ANY PORTION OF THE COLLATERAL AND ANY DOCUMENTS RELATING TO THE
COLLATERAL.
THE BANK MAY REQUIRE BORROWER TO ASSEMBLE THE COLLATERAL AND MAKE
IT AVAILABLE TO THE BANK AT A PLACE TO BE DESIGNATED BY THE BANK.
(B)
BANK MAY, PERSONALLY OR BY AGENTS,
REPRESENTATIVES OR ATTORNEYS, IMMEDIATELY TAKE POSSESSION OF ALL OR ANY PART OF
THE COLLATERAL (INCLUDING THE ORIGINALS OF
26
ALL RECORDS PERTAINING TO THE COLLATERAL), FROM BORROWER OR ANY OTHER PERSON WHO
THEN HAS POSSESSION OF ANY PART THEREOF WITH OR WITHOUT NOTICE OR JUDICIAL
PROCESS, AND IN ORDER TO TAKE POSSESSION MAY ENTER UPON ANY PREMISES OF BORROWER
WHERE ALL OR ANY PART OF THE COLLATERAL IS LOCATED AND REMOVE SUCH COLLATERAL
PROVIDED NO BREACH OF PEACE IS COMMITTED, AND MAY USE IN CONNECTION WITH SUCH
REMOVAL ANY AND ALL SERVICES, SUPPLIES AND OTHER FACILITIES OF THE BORROWER OR
MAY, WITHOUT BEING RESPONSIBLE FOR LOSS OR DAMAGE (OTHER THAN LOSS OR DAMAGE
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BANK OR ITS AGENTS)
HOLD, STORE, KEEP IDLE, USE, OPERATE OR OTHERWISE USE OR PERMIT THE USE OF THE
SAME OR ANY PART THEREOF FOR SUCH TIME AS THE BANK MAY DEEM TO BE COMMERCIALLY
REASONABLE.
(C)
NOTWITHSTANDING ANY PROVISION IN THIS
AGREEMENT TO THE CONTRARY, THE IMMEDIATELY PRECEDING PARAGRAPHS (A) AND
(B) SHALL NOT APPLY WITH RESPECT TO AN ITEM OF COLLATERAL DURING ANY PERIOD OF
TIME (IDENTIFIED AND COMMENCED BY WRITTEN NOTICE FROM BORROWER TO THE BANK) WHEN
(I) IT IS NECESSARY TO PLACE SUCH COLLATERAL IN SERVICE PURSUANT TO A CONTRACT
BETWEEN BORROWER (OR ANY SUBSIDIARY OF THE GUARANTOR) AND THE UNITED STATES
GOVERNMENT OR OTHER GOVERNMENTAL ENTITY OR SUBDIVISION THEREOF (THE NECESSITY OF
WHICH SHALL BE VERIFIED TO THE BANK'S REASONABLE SATISFACTION BY BORROWER OR
SUCH OTHER PERSON REASONABLY REQUIRED BY THE BANK WITHOUT DISCLOSING CLASSIFIED
INFORMATION) OR (II) WHEN SUCH ACTIONS ARE