ACCOUNT
DEBTORS, FOR AMOUNTS AND UPON TERMS WHICH BANK DETERMINES TO BE REASONABLE; (G)
ENTER INTO A SHORT-FORM
INTELLECTUAL PROPERTY SECURITY AGREEMENT CONSISTENT
WITH THE TERMS OF THIS AGREEMENT FOR RECORDING PURPOSES ONLY OR MODIFY, IN ITS
SOLE DISCRETION, ANY INTELLECTUAL PROPERTY SECURITY AGREEMENT ENTERED INTO
BETWEEN BORROWER AND BANK WITHOUT FIRST OBTAINING BORROWER'S APPROVAL OF OR
SIGNATURE TO SUCH MODIFICATION BY AMENDING 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; AND (H) FILE, IN ITS SOLE
DISCRETION, ONE OR MORE FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS
THERETO, RELATIVE TO ANY OF THE COLLATERAL WITHOUT THE SIGNATURE OF BORROWER
WHERE PERMITTED BY LAW; PROVIDED BANK MAY EXERCISE SUCH POWER OF ATTORNEY TO
SIGN THE NAME OF BORROWER ON ANY OF THE DOCUMENTS DESCRIBED IN CLAUSES (G) AND
(H) ABOVE, 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 ADVANCES HEREUNDER IS TERMINATED.
9.3
ACCOUNTS COLLECTION.
AT ANY TIME AFTER THE OCCURRENCE AND DURING THE
CONTINUATION 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 THE REVOLVING LINE 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 6.5 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