ACCESS (EITHER REMOTE OR DIRECT) TO BORROWERS'
INFORMATION SYSTEM FOR PURPOSES OF MONITORING, POSTING PAYMENTS AND REBILLING
ACCOUNTS TO THE EXTENT DEEMED DESIRABLE BY LENDER IN ITS SOLE DISCRETION;
(III)
THE RIGHT TO REDUCE OR MODIFY THE REVOLVING
LOAN COMMITMENT, BORROWING BASE OR ANY PORTION THEREOF OR THE ADVANCE RATES OR
TO MODIFY THE TERMS AND CONDITIONS UPON WHICH LENDER MAY BE WILLING TO CONSIDER
MAKING ADVANCES UNDER THE CREDIT FACILITY OR TO TAKE ADDITIONAL RESERVES IN THE
BORROWING BASE FOR ANY REASON; OR
(IV)
THE RIGHT TO SELL, ASSIGN AND DELIVER ALL OR
ANY PART OF THE COLLATERAL AND ANY RETURNED, RECLAIMED OR REPOSSESSED
MERCHANDISE, IN THE NAME OF THE BORROWERS (OR ANY OF THEM) OR LENDER, OR IN THE
NAME OF SUCH OTHER PARTY AS LENDER MAY DESIGNATE, WITH OR WITHOUT ADVERTISEMENT,
AT PUBLIC OR PRIVATE SALE, FOR CASH, ON CREDIT OR OTHERWISE, AT LENDER'S SOLE
DISCRETION, WITH OR WITHOUT WARRANTIES OR REPRESENTATIONS (INCLUDING WARRANTIES
OF TITLE, POSSESSION, QUIET ENJOYMENT AND THE LIKE), AND UPON SUCH OTHER TERMS
AND CONDITIONS AS LENDER IN ITS SOLE DISCRETION MAY DEEM ADVISABLE, AND LENDER
MAY BID OR BECOME A PURCHASER AT ANY SUCH SALE, FREE FROM ANY RIGHT OF
REDEMPTION, WHICH RIGHT IS HEREBY EXPRESSLY WAIVED BY THE BORROWERS.
IF ANY
INVENTORY AND EQUIPMENT SHALL REQUIRE REBUILDING, REPAIRING, MAINTENANCE OR
PREPARATION, LENDER SHALL HAVE THE RIGHT, AT ITS SOLE DISCRETION, TO
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DO SUCH OF THE AFORESAID AS IS NECESSARY, FOR THE PURPOSE OF PUTTING THE
INVENTORY AND EQUIPMENT IN SUCH SALEABLE FORM AS LENDER SHALL DEEM APPROPRIATE.
(F)
BORROWERS HEREBY AGREE THAT A NOTICE
RECEIVED BY THEM AT LEAST TEN (10) DAYS BEFORE THE TIME OF ANY INTENDED PUBLIC
SALE OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER DISPOSITION OF THE
COLLATERAL IS TO BE MADE, SHALL BE DEEMED TO BE REASONABLE NOTICE OF SUCH SALE
OR OTHER DISPOSITION.
IF PERMITTED BY APPLICABLE LAW, ANY COLLATERAL WHICH
THREATENS TO SPEEDILY DECLINE IN VALUE OR WHICH IS SOLD ON A RECOGNIZED MARKET
MAY BE SOLD IMMEDIATELY BY LENDER WITHOUT PRIOR NOTICE TO BORROWERS.
EACH
BORROWER COVENANTS AND AGREES NOT TO INTERFERE WITH OR IMPOSE ANY OBSTACLE TO
LENDER'S EXERCISE OF ITS RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.
(G)
LENDER IS HEREBY GRANTED, UNTIL THE
OBLIGATIONS ARE PAID IN FULL AND ALL OBLIGATIONS OF LENDER HEREUNDER ARE
TERMINATED, A WORLDWIDE LICENSE TO USE, AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT AND WITHOUT CHARGE, ALL OF BORROWERS' LABELS,
TRADEMARKS (AND ASSOCIATED GOODWILL), COPYRIGHTS, PATENTS AND ADVERTISING
MATTER, AND ANY OTHER FORM OF INTELLECTUAL PROPERTY, AS THEY PERTAIN TO THE
COLLATERAL, IN COMPLETING PRODUCTION OF, ADVERTISING FOR SALE AND SELLING OF ANY
COLLATERAL.
8.04
WARRANT OF ATTORNEY TO CONFESS JUDGMENT.
(A)
ACKNOWLEDGMENT OF WARRANT OF ATTORNEY.
THE
FOLLOWING PARAGRAPH SETS FORTH A GRANT OF AUTHORITY FOR ANY ATTORNEY TO CONFESS
JUDGMENT AGAINST THE BORROWERS.
IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS
JUDGMENT AGAINST THE BORROWERS, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO