AND ADJUST ALL CLAIMS
UNDER AND DECISIONS WITH RESPECT TO BORROWER'S POLICIES OF INSURANCE WITH
RESPECT TO THE COLLATERAL; (F) SETTLE AND ADJUST DISPUTES AND CLAIMS RESPECTING
THE ACCOUNTS DIRECTLY WITH ACCOUNT DEBTORS, FOR AMOUNTS AND UPON TERMS WHICH
BANK DETERMINES TO BE REASONABLE; AND (G) TO FILE, IN ITS SOLE DISCRETION, ONE
OR MORE FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS THERETO, RELATIVE TO
ANY OF THE COLLATERAL; PROVIDED BANK MAY EXERCISE SUCH POWER OF ATTORNEY TO SIGN
THE NAME OF BORROWER ON ANY OF THE DOCUMENTS DESCRIBED IN SECTION 4.2 REGARDLESS
OF WHETHER AN EVENT OF DEFAULT HAS OCCURRED.
THE APPOINTMENT OF BANK AS
BORROWER'S ATTORNEY IN FACT, AND EACH AND EVERY ONE OF BANK'S RIGHTS AND POWERS,
BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE UNTIL ALL OF THE OBLIGATIONS HAVE
BEEN FULLY REPAID AND PERFORMED AND BANK'S OBLIGATION TO PROVIDE CREDIT
EXTENSIONS HEREUNDER IS TERMINATED.
9.3
ACCOUNTS COLLECTION.
AT ANY TIME AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, BANK MAY NOTIFY ANY PERSON OWING FUNDS
TO BORROWER OF BANK'S SECURITY INTEREST IN SUCH FUNDS AND VERIFY THE AMOUNT OF
SUCH ACCOUNT.
BORROWER SHALL COLLECT ALL AMOUNTS OWING TO BORROWER FOR BANK,
RECEIVE IN TRUST ALL PAYMENTS AS BANK'S TRUSTEE, AND IMMEDIATELY DELIVER SUCH
PAYMENTS TO BANK IN THEIR ORIGINAL FORM AS RECEIVED FROM THE ACCOUNT DEBTOR,
WITH PROPER ENDORSEMENTS FOR DEPOSIT.
9.4
BANK EXPENSES.
IF BORROWER FAILS TO PAY ANY AMOUNTS OR FURNISH
ANY REQUIRED PROOF OF PAYMENT DUE TO THIRD PERSONS OR ENTITIES, AS REQUIRED
UNDER THE TERMS OF THIS AGREEMENT, THEN BANK MAY DO ANY OR ALL OF THE FOLLOWING
AFTER REASONABLE NOTICE TO BORROWER:
(A) MAKE PAYMENT OF THE SAME OR ANY PART
THEREOF; (B) SET UP SUCH RESERVES UNDER A FACILITY IN SECTION 2.1 AS BANK DEEMS
NECESSARY TO PROTECT BANK FROM THE EXPOSURE CREATED BY SUCH FAILURE; OR
(C) OBTAIN AND MAINTAIN INSURANCE POLICIES OF THE TYPE DISCUSSED IN SECTION 0 OF
THIS AGREEMENT, AND TAKE ANY ACTION WITH RESPECT TO SUCH POLICIES AS BANK DEEMS
PRUDENT.
ANY AMOUNTS SO PAID OR DEPOSITED BY BANK SHALL CONSTITUTE BANK
EXPENSES, SHALL BE IMMEDIATELY DUE AND PAYABLE, AND SHALL BEAR INTEREST AT THE
THEN APPLICABLE RATE HEREINABOVE PROVIDED, AND SHALL BE SECURED BY THE
COLLATERAL.
ANY PAYMENTS MADE BY BANK SHALL NOT CONSTITUTE AN AGREEMENT BY BANK
TO MAKE SIMILAR PAYMENTS IN THE FUTURE OR A WAIVER BY BANK OF ANY EVENT OF
DEFAULT UNDER THIS AGREEMENT.
9.5
BANK'S LIABILITY FOR COLLATERAL.
SO LONG AS BANK COMPLIES WITH
REASONABLE BANKING PRACTICES, BANK SHALL NOT IN ANY WAY OR MANNER BE LIABLE OR
RESPONSIBLE FOR:
(A) THE SAFEKEEPING OF THE COLLATERAL; (B) ANY LOSS OR DAMAGE
THERETO OCCURRING OR ARISING IN ANY MANNER OR FASHION FROM ANY CAUSE; (C) ANY
DIMINUTION IN THE VALUE THEREOF; OR (D) ANY ACT OR DEFAULT OF ANY CARRIER,
WAREHOUSEMAN, BAILEE, FORWARDING AGENCY, OR OTHER PERSON WHOMSOEVER.
ALL RISK
OF LOSS, DAMAGE OR DESTRUCTION OF THE COLLATERAL SHALL BE BORNE BY BORROWER.
9.5
REMEDIES CUMULATIVE.
BANK'S