LOCATED TO
TAKE AND MAINTAIN POSSESSION OF ANY PART OF THE COLLATERAL. BANK MAY PAY,
PURCHASE, CONTEST, OR COMPROMISE ANY LIEN WHICH APPEARS TO BE PRIOR OR SUPERIOR
TO ITS SECURITY INTEREST AND PAY ALL EXPENSES INCURRED. TO THE EXTENT IT IS NOT
PROHIBITED FROM DOING SO, BORROWER GRANTS BANK A LICENSE TO ENTER AND OCCUPY ANY
OF ITS PREMISES, WITHOUT CHARGE, TO LAWFULLY 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
IN ANY COMMERCIALLY REASONABLY MEANS;
(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; AND
(I)
EXERCISE ALL RIGHTS AND REMEDIES AND
DISPOSE OF THE COLLATERAL ACCORDING TO THE CODE.
9.2
POWER OF ATTORNEY.
BORROWER HEREBY
IRREVOCABLY APPOINTS BANK AS ITS LAWFUL ATTORNEY-IN-FACT, TO BE EFFECTIVE UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO: (I)
ENDORSE BORROWER'S NAME ON ANY CHECKS OR OTHER FORMS OF PAYMENT OR SECURITY;
(II) SIGN BORROWER'S NAME ON ANY INVOICE OR BILL OF LADING FOR ANY ACCOUNT OR
DRAFTS AGAINST ACCOUNT DEBTORS; (III) SETTLE AND ADJUST DISPUTES AND CLAIMS
ABOUT THE ACCOUNTS DIRECTLY WITH ACCOUNT DEBTORS, FOR AMOUNTS AND ON TERMS BANK
DETERMINES TO BE COMMERCIALLY REASONABLE; (IV) MAKE, SETTLE, AND ADJUST ALL
CLAIMS UNDER BORROWER'S INSURANCE POLICIES; AND (V) TRANSFER THE COLLATERAL INTO
THE NAME OF BANK OR A THIRD PARTY AS THE CODE PERMITS.
BORROWER HEREBY APPOINTS
BANK AS ITS LAWFUL ATTORNEY-IN-FACT TO SIGN BORROWER'S NAME ON ANY DOCUMENTS
NECESSARY TO PERFECT OR CONTINUE THE PERFECTION OF ANY SECURITY INTEREST
REGARDLESS OF WHETHER AN EVENT OF DEFAULT HAS OCCURRED UNTIL ALL OBLIGATIONS
HAVE BEEN SATISFIED IN FULL AND BANK IS UNDER NO FURTHER OBLIGATION TO MAKE
CREDIT EXTENSIONS HEREUNDER.
BANK'S FOREGOING APPOINTMENT AS BORROWER'S
ATTORNEY IN FACT, AND ALL OF BANK'S RIGHTS AND POWERS, COUPLED WITH AN INTEREST,
ARE IRREVOCABLE UNTIL ALL OBLIGATIONS HAVE BEEN FULLY REPAID AND PERFORMED AND
BANK'S OBLIGATION TO PROVIDE CREDIT EXTENSIONS TERMINATES.
9.3
ACCOUNTS NOTIFICATION/COLLECTION.
IN THE
EVENT THAT EITHER: (I) AN EVENT OF DEFAULT PURSUANT TO SECTION 8.1 OCCURS AND IS
CONTINUING, (II) AN EVENT OF DEFAULT PURSUANT TO SECTION 8.5 OCCURS AND IS
CONTINUING, OR (III) THE BANK ACCELERATES ANY PORTION OF THE OBLIGATIONS, BANK
MAY NOTIFY ANY PERSON OWING BORROWER MONEY OF BANK'S SECURITY INTEREST IN THE
FUNDS AND VERIFY AND/OR COLLECT THE AMOUNT OF THE ACCOUNT.
AFTER THE OCCURRENCE
OF AN EVENT OF DEFAULT, ANY AMOUNTS RECEIVED BY BORROWER SHALL BE HELD IN TRUST
BY BORROWER FOR BANK, AND, IF REQUESTED BY BANK, BORROWER SHALL IMMEDIATELY
DELIVER SUCH RECEIPTS TO BANK IN THE FORM RECEIVED FROM THE ACCOUNT DEBTOR,