BANK MAY, WITHOUT NOTICE OR DEMAND, DO ANY OR
ALL OF THE FOLLOWING TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW:
(A)
DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND PAYABLE (BUT IF AN
EVENT OF DEFAULT DESCRIBED IN SECTION 8.5 OF THIS AGREEMENT OCCURS, ALL
OBLIGATIONS ARE IMMEDIATELY DUE AND PAYABLE WITHOUT ANY ACTION BY BANK);
(B)
STOP ADVANCING MONEY OR EXTENDING CREDIT FOR BORROWER'S BENEFIT
UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT BETWEEN BORROWER AND BANK;
(C)
DEMAND THAT BORROWER (I) DEPOSIT CASH WITH BANK IN AN AMOUNT EQUAL
TO (I) ONE HUNDRED FIVE PERCENT (105.0%) OF THE AGGREGATE FACE AMOUNT OF ALL
SUCH LETTERS OF CREDIT DENOMINATED IN DOLLARS, AND (II) ONE HUNDRED TEN PERCENT
(110.0%) OF THE DOLLAR EQUIVALENT OF THE AGGREGATE FACE AMOUNT OF ALL SUCH
LETTERS OF CREDIT DENOMINATED IN A FOREIGN CURRENCY, REMAINING UNDRAWN (PLUS ALL
INTEREST, FEES, AND COSTS DUE OR TO BECOME DUE IN CONNECTION THEREWITH (AS
ESTIMATED BY BANK IN ITS GOOD FAITH BUSINESS JUDGMENT)), TO SECURE ALL OF THE
OBLIGATIONS RELATING TO SUCH LETTERS OF CREDIT, AS COLLATERAL SECURITY FOR THE
REPAYMENT OF ANY FUTURE DRAWINGS UNDER SUCH LETTERS OF CREDIT, AND BORROWER
SHALL FORTHWITH DEPOSIT AND PAY SUCH AMOUNTS, AND (II) PAY IN ADVANCE ALL LETTER
OF CREDIT FEES SCHEDULED TO BE PAID OR PAYABLE OVER THE REMAINING TERM OF ANY
LETTERS OF CREDIT;
(D)
TERMINATE ANY FX FORWARD CONTRACTS;
(E)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT DEBTORS
FOR AMOUNTS, ON TERMS AND IN ANY ORDER THAT BANK CONSIDERS ADVISABLE AND NOTIFY
ANY PERSON OWING BORROWER MONEY OF BANK'S SECURITY INTEREST IN SUCH FUNDS AND
VERIFY THE AMOUNT OF SUCH ACCOUNT.
BORROWER SHALL COLLECT ALL PAYMENTS IN TRUST
FOR BANK AND, IF REQUESTED BY BANK, IMMEDIATELY DELIVER THE PAYMENTS TO BANK IN
THE FORM RECEIVED FROM THE ACCOUNT DEBTOR, WITH PROPER ENDORSEMENTS FOR
DEPOSIT;
(F)
MAKE ANY PAYMENTS AND DO ANY ACTS IT CONSIDERS NECESSARY OR
REASONABLE TO PROTECT ITS SECURITY INTEREST IN THE COLLATERAL.
BORROWER SHALL
ASSEMBLE THE COLLATERAL IF BANK REQUESTS AND MAKE IT AVAILABLE AS BANK
DESIGNATES THAT IS REASONABLY CONVENIENT TO BANK AND BORROWER.
BANK MAY
PEACEABLY 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. BORROWER GRANTS BANK A LICENSE TO ENTER
AND OCCUPY ANY OF ITS PREMISES, WITHOUT CHARGE BY BORROWER, TO EXERCISE ANY OF
BANK'S RIGHTS OR REMEDIES;
(G)
APPLY TO THE OBLIGATIONS THEN DUE ANY (I) BALANCES AND DEPOSITS OF
BORROWER IT HOLDS, OR (II) ANY AMOUNT HELD BY BANK OWING TO OR FOR THE CREDIT OR
THE ACCOUNT OF BORROWER;
(H)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE
FOR SALE, ADVERTISE FOR SALE, AND SELL THE COLLATERAL.
BANK IS HEREBY GRANTED A
NON-EXCLUSIVE, ROYALTY-FREE LICENSE OR OTHER RIGHT TO USE, WITHOUT CHARGE,
BORROWER'S LABELS, PATENTS, COPYRIGHTS, MASK WORKS, RIGHTS OF USE OF ANY NAME,