EXHIBITS A, B, AND C, THEREOF, AS APPROPRIATE, TO
INCLUDE REFERENCE TO ANY RIGHT, TITLE OR INTEREST IN ANY COPYRIGHTS, PATENTS OR
TRADEMARKS ACQUIRED BY BORROWER AFTER THE EXECUTION HEREOF OR TO DELETE ANY
REFERENCE TO ANY RIGHT, TITLE OR INTEREST IN ANY COPYRIGHTS, PATENTS OR
TRADEMARKS IN WHICH BORROWER NO LONGER HAS OR CLAIMS TO HAVE ANY RIGHT, TITLE OR
INTEREST.
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
17
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 DURING THE TERM OF THIS
AGREEMENT, 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 LOAN 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 6.6
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.
9.6
REMEDIES CUMULATIVE.
BANK'S RIGHTS AND REMEDIES UNDER THIS
AGREEMENT, THE LOAN DOCUMENTS, AND ALL OTHER AGREEMENTS SHALL BE CUMULATIVE.
BANK SHALL HAVE ALL OTHER RIGHTS AND REMEDIES NOT INCONSISTENT HEREWITH AS
PROVIDED UNDER THE CODE, BY LAW, OR IN EQUITY.
NO EXERCISE BY BANK