ON TERMS BANK DETERMINES REASONABLE; (D) MAKE, SETTLE, AND ADJUST
ALL CLAIMS UNDER
12
BORROWER'S INSURANCE POLICIES; (E) PAY, CONTEST OR SETTLE ANY LIEN, CHARGE,
ENCUMBRANCE, SECURITY INTEREST, AND ADVERSE CLAIM IN OR TO THE COLLATERAL, OR
ANY JUDGMENT BASED THEREON, OR OTHERWISE TAKE ANY ACTION TO TERMINATE OR
DISCHARGE THE SAME; AND (F) TRANSFER THE COLLATERAL INTO THE NAME OF BANK OR A
THIRD PARTY AS THE CODE PERMITS.
BORROWER HEREBY APPOINTS BANK AS ITS LAWFUL
ATTORNEY-IN-FACT TO SIGN BORROWER'S NAME ON ANY DOCUMENTS NECESSARY TO PERFECT
OR CONTINUE THE PERFECTION OF BANK'S SECURITY INTEREST IN THE COLLATERAL
REGARDLESS OF WHETHER AN EVENT OF DEFAULT HAS OCCURRED UNTIL ALL OBLIGATIONS
HAVE BEEN SATISFIED IN FULL AND BANK IS UNDER NO FURTHER OBLIGATION TO MAKE
CREDIT EXTENSIONS HEREUNDER.
BANK'S FOREGOING APPOINTMENT AS 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,
BANK'S OBLIGATION TO PROVIDE CREDIT EXTENSIONS TERMINATES, AND THIS AGREEMENT IS
TERMINATED, AND SHALL THEREUPON AUTOMATICALLY TERMINATE.
9.3
ACCOUNTS VERIFICATION; COLLECTION.
IF AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BANK MAY NOTIFY ANY PERSON OWING BORROWER MONEY OF
BANK'S SECURITY INTEREST IN SUCH FUNDS AND VERIFY THE AMOUNT OF SUCH ACCOUNT.
DURING AN EVENT OF DEFAULT, ANY AMOUNTS RECEIVED BY BORROWER SHALL BE HELD IN
TRUST BY BORROWER FOR BANK, AND, IF REQUESTED BY BANK, BORROWER SHALL
IMMEDIATELY DELIVER SUCH RECEIPTS TO BANK IN THE FORM RECEIVED FROM THE ACCOUNT
DEBTOR, WITH PROPER ENDORSEMENTS FOR DEPOSIT.
9.4
PROTECTIVE PAYMENTS.
IF BORROWER FAILS TO OBTAIN THE INSURANCE
CALLED FOR BY SECTION 6.5 OR FAILS TO PAY ANY PREMIUM THEREON, AND PROVIDED THAT
ANY APPLICABLE CURE PERIODS SPECIFIED IN SECTION 8.2(B) HAVE EXPIRED, BANK MAY
OBTAIN SUCH INSURANCE OR MAKE SUCH PAYMENT, AND ALL AMOUNTS SO PAID BY BANK ARE
BANK EXPENSES AND IMMEDIATELY DUE AND PAYABLE ON DEMAND, BEARING INTEREST AFTER
DEMAND AT THE THEN HIGHEST APPLICABLE RATE, AND SECURED BY THE COLLATERAL.
BANK
WILL MAKE REASONABLE EFFORTS TO PROVIDE BORROWER WITH NOTICE OF BANK OBTAINING
SUCH INSURANCE AT THE TIME IT IS OBTAINED OR WITHIN A REASONABLE TIME
THEREAFTER.
NO PAYMENTS BY BANK ARE DEEMED AN AGREEMENT TO MAKE SIMILAR
PAYMENTS IN THE FUTURE OR BANK'S WAIVER OF ANY EVENT OF DEFAULT.
9.5
APPLICATION OF PAYMENTS AND PROCEEDS.
UNLESS AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, BANK SHALL APPLY ANY FUNDS IN ITS POSSESSION,
WHETHER FROM BORROWER ACCOUNT BALANCES, PAYMENTS, OR PROCEEDS REALIZED AS THE
RESULT OF ANY COLLECTION OF ACCOUNTS OR OTHER DISPOSITION OF THE COLLATERAL,
FIRST, TO BANK EXPENSES, INCLUDING WITHOUT LIMITATION, THE REASONABLE COSTS,
EXPENSES, LIABILITIES, OBLIGATIONS AND ATTORNEYS' FEES INCURRED BY BANK IN THE
EXERCISE OF ITS RIGHTS UNDER THIS AGREEMENT; SECOND, TO THE INTEREST DUE UPON
ANY OF THE OBLIGATIONS; AND THIRD, TO THE PRINCIPAL OF THE OBLIGATIONS AND ANY
APPLICABLE FEES AND OTHER CHARGES, IN SUCH ORDER AS BANK SHALL DETERMINE IN ITS
SOLE DISCRETION.
ANY SURPLUS SHALL BE PAID TO