HAVE RECORDED, ANY AND ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS
THE ADMINISTRATIVE AGENT MAY REQUEST TO EVIDENCE THE ADMINISTRATIVE AGENT'S
SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY AND THE GOODWILL AND GENERAL
INTANGIBLES OF SUCH GRANTOR RELATING THERETO OR REPRESENTED THEREBY;
(III)
DISCHARGE LIENS LEVIED OR PLACED ON OR THREATENED AGAINST THE
COLLATERAL, AND EFFECT ANY REPAIRS OR INSURANCE CALLED FOR BY THE TERMS OF THIS
AGREEMENT AND PAY ALL OR ANY PART OF THE PREMIUMS THEREFOR AND THE COSTS
THEREOF;
(IV)
EXECUTE, IN CONNECTION WITH ANY SALE PROVIDED FOR IN SECTION 6.6
OR 6.7, ANY INDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR
TRANSFER WITH RESPECT TO THE COLLATERAL; AND
(V)
(1) DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER ANY OF THE
COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO BECOME DUE THEREUNDER
DIRECTLY TO THE ADMINISTRATIVE AGENT OR AS THE ADMINISTRATIVE AGENT SHALL
DIRECT; (2) ASK OR DEMAND FOR, COLLECT, AND RECEIVE PAYMENT OF AND RECEIPT FOR,
ANY AND ALL MONEYS, CLAIMS AND OTHER AMOUNTS DUE OR TO BECOME DUE AT ANY TIME IN
RESPECT OF OR ARISING OUT OF ANY COLLATERAL; (3) SIGN AND INDORSE ANY INVOICES,
FREIGHT OR EXPRESS BILLS, BILLS OF LADING, STORAGE OR WAREHOUSE RECEIPTS, DRAFTS
AGAINST DEBTORS, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN
CONNECTION WITH ANY OF THE COLLATERAL; (4) COMMENCE AND PROSECUTE ANY SUITS,
ACTIONS OR PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT
JURISDICTION TO COLLECT THE COLLATERAL OR ANY PORTION THEREOF AND TO ENFORCE ANY
OTHER RIGHT IN RESPECT OF ANY COLLATERAL; (5) DEFEND ANY SUIT, ACTION OR
PROCEEDING BROUGHT AGAINST SUCH GRANTOR WITH RESPECT TO ANY COLLATERAL;
(6) SETTLE, COMPROMISE OR ADJUST ANY SUCH SUIT, ACTION OR PROCEEDING AND, IN
CONNECTION THEREWITH, GIVE SUCH DISCHARGES OR RELEASES AS THE ADMINISTRATIVE
AGENT MAY DEEM APPROPRIATE; (7) ASSIGN ANY COPYRIGHT, PATENT OR TRADEMARK,
THROUGHOUT THE WORLD FOR SUCH TERM OR TERMS, ON SUCH CONDITIONS, AND IN SUCH
MANNER, AS THE ADMINISTRATIVE AGENT SHALL IN ITS SOLE DISCRETION DETERMINE;
(8) VOTE ANY RIGHT OR INTEREST WITH RESPECT TO ANY INVESTMENT PROPERTY;
(9) ORDER GOOD STANDING CERTIFICATES AND CONDUCT LIEN SEARCHES IN RESPECT OF
SUCH JURISDICTIONS OR OFFICES AS THE ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE;
AND (10) GENERALLY SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO
OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH
THE ADMINISTRATIVE AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND
DO, AT THE ADMINISTRATIVE AGENT'S OPTION AND SUCH GRANTOR'S EXPENSE, AT ANY
TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH THE ADMINISTRATIVE AGENT
DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE COLLATERAL AND THE
ADMINISTRATIVE AGENT'S SECURITY INTERESTS THEREIN AND TO EFFECT THE INTENT OF
THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS SUCH GRANTOR MIGHT DO.
Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this