(V) THE DEATH, LIQUIDATION, WINDING UP, TERMINATION OF EXISTENCE,
OR INSOLVENCY OF ANY GUARANTOR.
9.
BANK'S RIGHTS AND REMEDIES
9.1
RIGHTS AND REMEDIES.
WHEN AN EVENT OF DEFAULT OCCURS AND
CONTINUES BANK MAY, WITHOUT NOTICE OR DEMAND, DO ANY OR ALL OF THE FOLLOWING:
(A)
DECLARE ALL OBLIGATIONS
IMMEDIATELY DUE AND PAYABLE (BUT IF AN
EVENT OF DEFAULT DESCRIBED IN SECTION 8.5 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)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT DEBTORS
FOR AMOUNTS, ON TERMS AND IN ANY ORDER THAT BANK CONSIDERS ADVISABLE;
(D)
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.
BANK MAY 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, TO EXERCISE ANY OF BANK'S RIGHTS
OR REMEDIES;
(E)
APPLY TO THE OBLIGATIONS 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;
(F)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE
FOR SALE, ADVERTISE FOR SALE, AND SELL THE COLLATERAL.
BANK IS 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,
TRADE SECRETS, TRADE NAMES, TRADEMARKS, SERVICE MARKS, AND ADVERTISING MATTER,
OR ANY SIMILAR PROPERTY AS IT PERTAINS TO THE COLLATERAL, IN COMPLETING
PRODUCTION OF, ADVERTISING FOR SALE, AND SELLING ANY COLLATERAL AND, IN
CONNECTION WITH BANK'S EXERCISE OF ITS RIGHTS UNDER THIS SECTION, BORROWER'S
RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS INURE TO BANK'S BENEFIT;
AND
(G)
DISPOSE OF THE COLLATERAL ACCORDING TO THE CODE.
9.2
POWER OF ATTORNEY.
BORROWER HEREBY IRREVOCABLY APPOINTS BANK AS
ITS LAWFUL ATTORNEY-IN-FACT, TO BE EFFECTIVE UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, TO:
(I) ENDORSE BORROWER'S NAME ON ANY
CHECKS OR OTHER FORMS OF PAYMENT OR SECURITY; (II) SIGN BORROWER'S NAME ON ANY
INVOICE OR BILL OF LADING FOR ANY ACCOUNT OR DRAFTS AGAINST ACCOUNT DEBTORS;
(III) SETTLE AND ADJUST DISPUTES AND CLAIMS ABOUT THE ACCOUNTS DIRECTLY WITH
ACCOUNT DEBTORS, FOR AMOUNTS AND ON TERMS BANK DETERMINES REASONABLE; (IV) MAKE,
SETTLE, AND ADJUST ALL CLAIMS UNDER BORROWER'S INSURANCE POLICIES; AND (V)
TRANSFER THE COLLATERAL INTO THE NAME OF BANK OR A
10
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