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, EACH
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, EACH
BORROWER'S RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS INURE TO
BANK'S BENEFIT;
(I)
PLACE A "HOLD" ON ANY ACCOUNT MAINTAINED WITH BANK AND/OR DELIVER
A NOTICE OF EXCLUSIVE CONTROL, ANY ENTITLEMENT ORDER, OR OTHER DIRECTIONS OR
INSTRUCTIONS PURSUANT TO ANY CONTROL AGREEMENT OR SIMILAR AGREEMENTS PROVIDING
CONTROL OF ANY COLLATERAL;
(J)
DEMAND AND RECEIVE POSSESSION OF EACH BORROWER'S BOOKS; AND
(K)
EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO BANK UNDER THE LOAN
DOCUMENTS OR AT LAW OR EQUITY, INCLUDING ALL REMEDIES PROVIDED UNDER THE CODE
(INCLUDING DISPOSAL OF THE COLLATERAL PURSUANT TO THE TERMS THEREOF).
9.2
POWER OF ATTORNEY. EACH BORROWER HEREBY IRREVOCABLY APPOINTS BANK
AS ITS LAWFUL ATTORNEY-IN-FACT, EXERCISABLE UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, TO:
(A) ENDORSE SUCH BORROWER'S NAME ON ANY
CHECKS OR OTHER FORMS OF PAYMENT OR SECURITY; (B) SIGN SUCH BORROWER'S NAME ON
ANY INVOICE OR BILL OF LADING FOR ANY ACCOUNT OR DRAFTS AGAINST ACCOUNT DEBTORS;
(C) SETTLE AND ADJUST DISPUTES AND CLAIMS ABOUT THE ACCOUNTS DIRECTLY WITH
ACCOUNT DEBTORS, FOR AMOUNTS AND ON TERMS BANK DETERMINES REASONABLE; (D) MAKE,
SETTLE, AND ADJUST ALL CLAIMS UNDER SUCH 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. EACH BORROWER HEREBY
APPOINTS BANK AS ITS LAWFUL ATTORNEY-IN-FACT TO SIGN SUCH BORROWER'S NAME ON ANY
DOCUMENTS NECESSARY TO PERFECT OR CONTINUE THE PERFECTION OF ANY SECURITY
INTEREST 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 SUCH
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 AND BANK'S OBLIGATION TO PROVIDE CREDIT EXTENSIONS TERMINATES.
16
9.3
ACCOUNTS VERIFICATION; COLLECTION. WHETHER OR NOT AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, BANK MAY NOTIFY ANY PERSON OWING ANY
BORROWER MONEY OF BANK'S SECURITY INTEREST IN SUCH FUNDS AND VERIFY THE AMOUNT
OF SUCH ACCOUNT. AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, ANY AMOUNTS
RECEIVED BY ANY BORROWER SHALL BE HELD IN TRUST BY SUCH BORROWER FOR BANK, AND,
IF REQUESTED BY BANK, SUCH BORROWER SHALL IMMEDIATELY DELIVER SUCH