Common use of Rights of Bank Clause in Contracts

Rights of Bank. Guarantor authorizes Bank (whether or not after revocation or termination of this Guaranty), without notice or demand and without affecting its liability hereunder, from time to time to: (a) renew, compromise, extend, accelerate, or otherwise change or extend (for a period less than, equal to or longer than the original period) the time for payment, or otherwise change the manner, place or terms of payment or of the Indebtedness or any part thereof, including increase or decrease of the rate of interest, or otherwise change the terms of any Bank Agreements; (b) receive and hold security for the payment of this Guaranty or any Indebtedness and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) apply such security and direct the order or manner of sale thereof as Bank in its discretion may determine; (d) exercise or refrain from exercising any rights against any Foreign Subsidiaries or Guarantor, or otherwise act or refrain from acting; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities (regardless of the origin thereof) to Bank, regardless of the nature of the liability 26435062v4 or liabilities which remain unpaid and regardless of any of the Foreign Subsidiaries’ or Guarantor’s application or use of the consideration, if any, received in connection with such liability or liabilities; (f) release or substitute any Guarantor or any one or more of any endorsers or other guarantors of any of the Indebtedness; and (g) permit the Indebtedness to exceed Guarantor’s liability under this Guaranty, and Guarantor agrees that any amounts received by Bank from any source other than Guarantor shall be deemed to be applied first to any portion of the Indebtedness not guaranteed by Guarantor.

Rights of Bank. Guarantor authorizes Bank (whether or not after revocation or termination of this Guaranty)Bank, without giving notice to Guarantor or demand any Loan Party or obtaining Guarantor’s or any Loan Party’s consent and without affecting its the liability hereunderof Guarantor or any Loan Party for the Obligations to the extent described in Section 2 hereof, from time to time time, to: (a) compromise, settle, renew, compromise, extend, accelerate, or otherwise change or extend (for a period less than, equal to or longer than the original period) the time for payment, or otherwise change the manner, place manner or terms of payment payment, discharge the performance of, decline to enforce, or release all or any of the Indebtedness Obligations; grant other indulgences to Borrower in respect thereof; or modify in any part thereofmanner any documents (other than this Guaranty) relating to the Obligations, including increase or decrease of the rate of interest, or otherwise change the terms of any Bank Agreementsin each case (other than with respect to decisions not to enforce and to grant indulgences) in accordance with Loan Documents; (b) receive declare all Obligations due and payable upon the occurrence of an Event of Default; (c) take and hold security for the payment performance of this Guaranty or any Indebtedness the Obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of waive and release any such security by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainstsecurity; (cd) apply and reapply such security and direct the order or manner of sale thereof as Bank Bank, in its discretion sole discretion, may determine; (de) exercise release, surrender or refrain from exercising exchange any rights against deposits or other property securing the Obligations or on which Bank at any Foreign Subsidiaries time may have a Lien; release, substitute or Guarantoradd any one or more endorsers or guarantors of the Obligations; or compromise, settle, renew, extend the time for payment, discharge the performance of, decline to enforce, or otherwise act release all or refrain from acting; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities (regardless of the origin thereof) to Bank, regardless of the nature of the liability 26435062v4 or liabilities which remain unpaid and regardless obligations of any such endorser or guarantor or other Person who is now or may hereafter be liable on any Obligations or release, surrender or exchange any deposits or other property of the Foreign Subsidiaries’ or Guarantor’s application or use of the consideration, if any, received in connection with any such liability or liabilitiesPerson; (f) release apply payments received by Bank from Borrower to any Obligations, in such order as Bank shall determine, in its sole discretion, whether or substitute not any Guarantor or any one or more of any endorsers or other guarantors of any of the Indebtednesssuch Obligations are covered by this Guaranty; and (g) permit assign this Guaranty in whole or in part to the Indebtedness extent Bank is permitted to exceed Guarantor’s liability assign the Obligations under this Guaranty, and Guarantor agrees that any amounts received by Bank from any source other than Guarantor shall be deemed to be applied first to any portion of the Indebtedness not guaranteed by GuarantorLoan Agreement.

Rights of Bank. Guarantor authorizes Section 5.1. Rights of Bank (whether or not after revocation or termination of this Guaranty)with Respect to the Obligations Guaranteed. Bank shall have the right, without notice or demand releasing Guarantor from its liabilities hereunder and without affecting its liability hereundernotice to the Guarantor, from time to time deal in any manner with any of the Guaranteed Obligations or the Collateral including, but not limited to, the following rights: (a) renew1. to, compromiseon any number of occasions, extend, accelerate, modify or otherwise change any terms or extend (for a period less than, equal to or longer than the original period) the time for payment, or otherwise change the manner, place or terms of payment or alter any part of the Indebtedness or any part thereofGuaranteed Obligations, including increase or decrease of including, but not limited to, changing the rate of interest, or otherwise change the terms of affecting any Bank Agreementsrelease, compromise or settlement; (b) receive 2. to extend or renew any or all of the Guaranteed Obligations on any number of occasions and hold security for to forbear to take steps to enforce the payment of this Guaranty all or any Indebtedness and exchangepart of them against Borrower; 3. to obtain Collateral or to not obtain Collateral (including rights of setoff), enforce, waive, release, fail to perfect, sellrelease or to forbear to proceed against all or any part of the Collateral, or otherwise dispose of to substitute any such security by whomsoever at new Collateral for any time pledged or mortgaged to secure, or howsoever securing, the Indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainstexisting Collateral; (c) 4. to apply payments received from Borrower, from Guarantor, from others or from realization upon any Collateral in such security manner and direct the order or manner of sale thereof in priority as Bank in its discretion may determinesees fit; (d) exercise 5. to make any election against the Borrower or refrain from exercising any rights against any Foreign Subsidiaries or Guarantorthe Collateral under the United States Bankruptcy Code, or otherwise act or refrain from actingas amended; (e) apply 6. to add or release any sums by whomsoever paid other guarantor, surety, endorser or howsoever realized accommodation party whether primarily or secondarily liable, to any liability or liabilities (regardless of the origin thereof) to Bank, regardless of the nature of the liability 26435062v4 or liabilities which remain unpaid and regardless of any of the Foreign Subsidiaries’ or Guarantor’s application or use of the consideration, if any, received in connection with such liability or liabilities; (f) release or substitute any Guarantor proceed against all or any one or more none of any endorsers such persons or other guarantors of entities, to accept partial payments from them and to settle, compromise or adjust with any of the Indebtednessthem, all in such manner and at such time or times as Bank may deem advisable; and (g) permit 7. to assign or grant participation interests in all or part of the Indebtedness Guaranteed Obligations. Section 5.2. Guarantor not Released or Discharged by Bank's Acts or Omissions. The obligations of Guarantor hereunder shall not be released, discharged, or affected in any way, nor shall Guarantor have any recourse against Bank by reason of any action which Bank may take or omit to exceed Guarantor’s liability take under this Guaranty, and Guaranty or otherwise with respect to the Guaranteed Obligations or the Collateral. Guarantor expressly agrees that any amounts received by Bank from any source other than Guarantor shall be deemed to be applied first to and remain liable for any portion deficiency remaining after the foreclosure of any mortgage, security interest or other property interest securing the Guaranteed Obligations, whether or not the liability of the Indebtedness not guaranteed by GuarantorBorrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision.

Rights of Bank. Guarantor authorizes Bank Upon the occurrence of any Event of Default (whether or not after revocation or termination of this Guarantyas defined in Section 6 hereof), such default not having previously been remedied or cured, Bank may declare all of the Secured Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the Uniform Commercial Code or under any other applicable laws, including, without notice or demand and without affecting its liability hereunderlimitation, from time to time the right to: (a) renewnotify debtors or obligers, compromisepursuant to U.C.C. Section 9- 502, extend, accelerateon any accounts or chattel paper, or otherwise change any buyers or extend (for a period less thanlessees of any of the Collateral of any other persons, equal of Bank's interest in the Collateral and require such persons to or longer than the original period) the time for paymentdeliver all proceeds to Bank, or otherwise change the mannersuch other person as Bank may designate, place at such time or terms of payment or of the Indebtedness or any part thereof, including increase or decrease of the rate of interest, or otherwise change the terms of any times and in such manner and form as Bank Agreementsmay direct; (b) receive and hold security for the payment exercise any right of this Guaranty set-off which Bank may have against Borrower, any other obligor or guarantor or any Indebtedness and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Indebtedness or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainstCollateral; (c) apply such security exercise all or any of the rights and direct remedies of a secured party under the order Uniform Commercial Code or manner of sale thereof as creditor under any other applicable law including, without limitation, the right to require Borrower to assemble the Collateral and any records pertaining thereto and make them available to Bank in its discretion may determineat a time and place designated by Bank; (d) exercise enter the premises of Borrower and take possession of the Collateral and any records pertaining thereto; and also take possession of all personal property located in or refrain from exercising any rights against any Foreign Subsidiaries or Guarantor, or otherwise act or refrain from actingattached to Collateral without liability to Borrower and hold such property for Borrower at Borrower's expense; (e) apply use, operate, manage, lease or otherwise control the Collateral in any sums by whomsoever paid lawful manner, collect and receive all rents, income, revenue, earnings, issues and profits therefrom and, in its sole discretion but without any obligation to do so, insure, maintain repair, renovate, alter or howsoever realized to any liability or liabilities (regardless of remove the origin thereof) to Bank, regardless of the nature of the liability 26435062v4 or liabilities which remain unpaid and regardless of any of the Foreign Subsidiaries’ or Guarantor’s application or use of the consideration, if any, received in connection with such liability or liabilitiesCollateral; (f) release grant extensions or substitute any Guarantor compromises or settle claims for less than face value relative to the Proceeds without prior notice to Borrower or any one other guarantor or more obligor; (g) use, in connection with any assembly, use or disposition of the Collateral, any endorsers trademark, trade name, trade style, copyright, brand, patent, patent right, license or other guarantors of technical process used or utilized by Borrower; (h) take such actions as Bank may deem necessary or advisable to preserve, process, develop, maintain, protect, care for or insure the Collateral or any portion thereof, and Borrower irrevocably appoints Bank its attorney-in-fact to do all acts and things in connection therewith; or (i) take any action which Bank may deem necessary or desirable in order to realize on any of the IndebtednessCollateral, including without limitation the power to perform and contract or to endorse in the name of Borrower any checks, notes, drafts, receipts or other instruments or documents received in payment of or on account of, or constituting, any of the Collateral, and Borrower irrevocably appoints Bank its attorney-in-fact with full power of substitution for all or any such acts or purposes; and (gj) permit sell or otherwise dispose of all or any of the Indebtedness Collateral at any public or private sale at any time or times with or without advertisement or demand upon five (5) calendar days prior written notice to exceed Guarantor’s liability under this GuarantyBorrower or any other obligor or guarantor or which Borrower acknowledges to be sufficient and commercially reasonable, with the right of Bank or its nominee to become purchaser at any sale (unless prohibited by statute) free from any equity of redemption and from all other claims, and Guarantor after deducting all expenses for which Xxxxxxxx is responsible pursuant to this Agreement, apply the remaining proceeds of any sale or pay (or hold as a reserve against) any of the Secured Obligations. Except to the extent limited by non-waivable provision of statute, Bank shall not be liable to any person whatsoever, for, or in connection with, the exercise, method of exercise, delay or failure to exercise any of the remedies provided for herein, and Borrower shall indemnify, and agrees that any amounts received by to hold harmless and waives and releases Bank from any source other than Guarantor shall be deemed and all claims, liabilities, actions, costs, suits, demands or losses whatsoever occurring on account of or in connection with such exercise, method or exercise, delay or failure to be applied first to any portion of the Indebtedness not guaranteed by Guarantorexercise.