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 BORROWERS' BENEFIT
UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT BETWEEN ANY BORROWER AND BANK;
(C)
MAKE ANY PAYMENTS AND DO ANY ACTS IT CONSIDERS NECESSARY OR
REASONABLE TO PROTECT ITS SECURITY INTEREST IN THE COLLATERAL. BORROWERS WILL
ASSEMBLE THE COLLATERAL IF BANK REQUIRES 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. EACH BORROWER GRANTS BANK A LICENSE TO
ENTER AND OCCUPY ANY OF ITS PREMISES, WITHOUT CHARGE, TO EXERCISE ANY OF BANK'S
RIGHTS OR REMEDIES;
(D)
APPLY TO THE OBLIGATIONS ANY (I) BALANCES AND DEPOSITS OF ANY
BORROWER, BANK OR ITS AFFILIATE IT HOLDS, OR (II) ANY AMOUNT HELD BY BANK OWING
TO OR FOR THE CREDIT OR THE ACCOUNT OF ANY BORROWER;
(E)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE
FOR SALE, ADVERTISE FOR SALE, AND SELL THE COLLATERAL;
(F)
EXERCISE A RIGHT OF SET OFF OR BANK LIEN AS TO ANY MONIES OF ANY
BORROWER DEPOSITED IN ANY ACCOUNTS OF ANY NATURE MAINTAINED BY ANY BORROWER WITH
BANK OR ANY AFFILIATE OF BANK, WITHOUT ADVANCE NOTICE, REGARDLESS OF WHETHER
SUCH ACCOUNTS ARE GENERAL OR SPECIAL. EACH BORROWER, BANK AND ANY AFFILIATE OF
BANK AT WHICH ANY SUCH ACCOUNTS ARE MAINTAINED AGREE THAT SUCH AFFILIATE SHALL
COMPLY WITH ANY INSTRUCTIONS GIVEN BY BANK WITH RESPECT TO THE DISPOSITION OF
FUNDS HELD IN ANY SUCH ACCOUNT WITHOUT FURTHER CONSENT OF ANY BORROWER; AND
(G)
DISPOSE OF THE COLLATERAL ACCORDING TO THE CODE.
9.2
POWER OF ATTORNEY.
EFFECTIVE ONLY WHEN AN EVENT OF DEFAULT OCCURS AND CONTINUES, EACH BORROWER
IRREVOCABLY APPOINTS BANK AS ITS LAWFUL ATTORNEY TO:
(I) ENDORSE SUCH
BORROWER'S NAME ON ANY CHECKS OR OTHER FORMS
12
OF PAYMENT OR SECURITY; (II) MAKE, SETTLE, AND ADJUST ALL CLAIMS UNDER SUCH
BORROWER'S INSURANCE POLICIES; AND (III) TRANSFER THE COLLATERAL INTO THE NAME
OF BANK OR A THIRD PARTY AS THE CODE PERMITS. BANK MAY EXERCISE THE POWER OF
ATTORNEY TO SIGN EACH 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 IF BORROWER HAS REFUSED TO DO SO UPON THE BANK'S
REQUEST. BANK'S APPOINTMENT AS EACH 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
OMITTED.
9.4
BANK EXPENSES.
IF ANY BORROWER FAILS TO PAY ANY AMOUNT OR