SECTION 2.5
LICENSE.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER
SECURITY DOCUMENT, COMPANY HEREBY GRANTS TO WELLS FARGO A NON-EXCLUSIVE,
WORLDWIDE AND ROYALTY-FREE LICENSE TO USE OR OTHERWISE EXPLOIT ALL INTELLECTUAL
PROPERTY RIGHTS OF COMPANY FOR THE PURPOSE OF FINISHING, SELLING, LEASING OR
OTHERWISE DISPOSING OF ANY OR ALL COLLATERAL DURING ANY DEFAULT PERIOD.
SECTION 2.6
FINANCING STATEMENTS.
(A)
AUTHORIZATION TO FILE.
COMPANY AUTHORIZES WELLS FARGO TO FILE
FINANCING STATEMENTS DESCRIBING COLLATERAL TO PERFECT WELLS FARGO'S SECURITY
INTEREST IN THE COLLATERAL, AND WELLS FARGO MAY DESCRIBE THE COLLATERAL AS "ALL
PERSONAL PROPERTY" OR "ALL ASSETS" OR DESCRIBE SPECIFIC ITEMS OF COLLATERAL
INCLUDING WITHOUT LIMITATION ANY COMMERCIAL TORT CLAIMS.
ALL FINANCING
STATEMENTS FILED BEFORE THE DATE OF THIS AGREEMENT TO PERFECT THE SECURITY
INTEREST WERE AUTHORIZED BY COMPANY AND ARE HEREBY RE-AUTHORIZED.
FOLLOWING THE
TERMINATION OF THE LINE OF CREDIT AND PAYMENT OF ALL INDEBTEDNESS, WELLS FARGO
SHALL, AT COMPANY'S EXPENSE AND WITHIN THE TIME PERIODS REQUIRED UNDER
APPLICABLE LAW, RELEASE OR TERMINATE ANY FILINGS OR OTHER AGREEMENTS THAT
PERFECT THE SECURITY INTEREST.
(B)
TERMINATION.
WELLS FARGO SHALL, AT COMPANY'S EXPENSE, RELEASE OR
TERMINATE ANY FILINGS OR OTHER AGREEMENTS THAT PERFECT THE SECURITY INTEREST,
PROVIDED THAT THERE ARE NO SUITS, ACTIONS, PROCEEDINGS OR CLAIMS PENDING OR
THREATENED AGAINST ANY INDEMNITEE UNDER THIS AGREEMENT WITH RESPECT TO ANY
INDEMNIFIED LIABILITIES, UPON WELLS FARGO'S RECEIPT OF THE FOLLOWING, IN FORM
AND CONTENT SATISFACTORY TO WELLS FARGO:
(I) CASH PAYMENT IN FULL OF ALL
INDEBTEDNESS AND A COMPLETED PERFORMANCE BY COMPANY WITH RESPECT TO ITS OTHER
OBLIGATIONS UNDER THIS AGREEMENT, (II) EVIDENCE THAT THE COMMITMENT OF WELLS
FARGO TO MAKE ADVANCES AND TO ISSUE LETTERS OF CREDIT UNDER THE LINE OF CREDIT
OR UNDER ANY OTHER FACILITY WITH COMPANY HAS BEEN TERMINATED, (III) A RELEASE OF
ALL CLAIMS AGAINST WELLS FARGO BY COMPANY RELATING TO WELLS FARGO'S PERFORMANCE
AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, AND (IV) AN AGREEMENT BY COMPANY, ANY
GUARANTOR, AND ANY NEW LENDER TO COMPANY TO INDEMNIFY WELLS FARGO FOR ANY
PAYMENTS RECEIVED BY WELLS FARGO THAT ARE APPLIED TO THE INDEBTEDNESS AS A FINAL
PAYOFF THAT MAY SUBSEQUENTLY BE RETURNED OR OTHERWISE NOT PAID FOR ANY REASON.
SECTION 2.7
SETOFF.
WELLS FARGO MAY AT ANY TIME, IN ITS SOLE
DISCRETION AND WITHOUT DEMAND OR NOTICE TO ANYONE, SETOFF ANY LIABILITY OWED TO
COMPANY OR ANY SUBSIDIARY BY WELLS FARGO AGAINST ANY INDEBTEDNESS, WHETHER OR
NOT DUE.
SECTION 2.8
COLLATERAL RELATED MATTERS.
THIS AGREEMENT DOES NOT
CONTEMPLATE A SALE OF ACCOUNTS OR CHATTEL PAPER, AND, AS PROVIDED BY LAW,
COMPANY IS ENTITLED TO ANY SURPLUS AND SHALL REMAIN LIABLE FOR ANY DEFICIENCY.
WELLS FARGO'S DUTY OF CARE WITH RESPECT TO COLLATERAL IN ITS POSSESSION (AS
IMPOSED BY LAW) WILL BE DEEMED FULFILLED IF IT EXERCISES REASONABLE
13
CARE IN PHYSICALLY KEEPING SUCH COLLATERAL, OR IN THE CASE OF COLLATERAL IN THE
CUSTODY OR POSSESSION OF A BAILEE OR OTHER THIRD PERSON, EXERCISES REASONABLE
CARE IN THE SELECTION OF THE BAILEE OR THIRD PERSON, AND WELLS FARGO NEED NOT
OTHERWISE PRESERVE,