the Lender Group), all of which are authorized by Borrower:
(A)
DECLARE ALL OBLIGATIONS, WHETHER EVIDENCED BY THIS AGREEMENT, BY ANY OF THE
OTHER LOAN DOCUMENTS, OR OTHERWISE, IMMEDIATELY DUE AND PAYABLE;
(B)
CEASE ADVANCING MONEY OR EXTENDING CREDIT TO OR FOR THE BENEFIT OF BORROWER
UNDER THIS AGREEMENT, UNDER ANY OF THE LOAN DOCUMENTS, OR UNDER ANY OTHER
AGREEMENT BETWEEN BORROWER AND THE LENDER GROUP;
(C)
TERMINATE THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AS TO ANY
FUTURE LIABILITY OR OBLIGATION OF THE LENDER GROUP, BUT WITHOUT AFFECTING ANY OF
THE AGENT'S LIENS IN THE COLLATERAL AND WITHOUT AFFECTING THE OBLIGATIONS;
(D)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH BORROWER'S ACCOUNT
DEBTORS FOR AMOUNTS AND UPON TERMS WHICH AGENT CONSIDERS ADVISABLE, AND IN SUCH
CASES, AGENT WILL CREDIT BORROWER'S LOAN ACCOUNT WITH ONLY THE NET AMOUNTS
RECEIVED BY
83
AGENT IN PAYMENT OF SUCH DISPUTED ACCOUNTS AFTER DEDUCTING ALL LENDER GROUP
EXPENSES INCURRED OR EXPENDED IN CONNECTION THEREWITH;
(E)
CAUSE BORROWER TO HOLD ALL OF ITS RETURNED INVENTORY IN TRUST FOR THE
LENDER GROUP AND SEGREGATE ALL SUCH INVENTORY FROM ALL OTHER ASSETS OF BORROWER
OR IN BORROWER'S POSSESSION;
(F)
WITHOUT NOTICE TO OR DEMAND UPON BORROWER OR ANY GUARANTOR, MAKE SUCH
PAYMENTS AND DO SUCH ACTS AS AGENT CONSIDERS NECESSARY OR REASONABLE TO PROTECT
ITS SECURITY INTERESTS IN THE COLLATERAL.
BORROWER AGREES TO ASSEMBLE THE
PERSONAL PROPERTY COLLATERAL IF AGENT SO REQUIRES, AND TO MAKE THE PERSONAL
PROPERTY COLLATERAL AVAILABLE TO AGENT AT A PLACE THAT AGENT MAY DESIGNATE WHICH
IS REASONABLY CONVENIENT TO BOTH PARTIES.
BORROWER AUTHORIZES AGENT TO ENTER
THE PREMISES WHERE THE PERSONAL PROPERTY COLLATERAL IS LOCATED, TO TAKE AND
MAINTAIN POSSESSION OF THE PERSONAL PROPERTY COLLATERAL, OR ANY PART OF IT, AND
TO PAY, PURCHASE, CONTEST, OR COMPROMISE ANY LIEN THAT IN AGENT'S DETERMINATION
APPEARS TO CONFLICT WITH THE AGENT'S LIENS AND TO PAY ALL EXPENSES INCURRED IN
CONNECTION THEREWITH AND TO CHARGE BORROWER'S LOAN ACCOUNT THEREFOR.
WITH
RESPECT TO ANY OF BORROWER'S OWNED OR LEASED PREMISES, BORROWER HEREBY GRANTS
AGENT A LICENSE TO ENTER INTO POSSESSION OF SUCH PREMISES AND TO OCCUPY THE
SAME, WITHOUT CHARGE, IN ORDER TO EXERCISE ANY OF THE LENDER GROUP'S RIGHTS OR
REMEDIES PROVIDED HEREIN, AT LAW, IN EQUITY, OR OTHERWISE;
(G)
WITHOUT NOTICE TO BORROWER (SUCH NOTICE BEING EXPRESSLY WAIVED), AND
WITHOUT CONSTITUTING A RETENTION OF ANY COLLATERAL IN SATISFACTION OF AN
OBLIGATION (WITHIN THE MEANING OF THE CODE), SET OFF AND APPLY TO THE
OBLIGATIONS ANY AND ALL (I) BALANCES AND DEPOSITS OF BORROWER HELD BY THE LENDER
GROUP (INCLUDING ANY AMOUNTS RECEIVED IN THE CASH MANAGEMENT ACCOUNTS), OR (II)
INDEBTEDNESS AT ANY TIME OWING TO OR FOR THE CREDIT OR THE ACCOUNT OF BORROWER
HELD BY THE LENDER GROUP;
(H)
HOLD, AS CASH COLLATERAL, ANY AND ALL BALANCES AND DEPOSITS OF BORROWER
HELD BY THE LENDER GROUP, AND ANY AMOUNTS RECEIVED IN THE CASH MANAGEMENT
ACCOUNTS, TO SECURE THE FULL AND FINAL REPAYMENT OF ALL OF THE OBLIGATIONS;
(I)
SHIP, RECLAIM,