BE OBLIGATED, TO BRING SUIT IN ITS OWN
NAME TO ENFORCE THE TRADEMARKS, PATENTS AND COPYRIGHTS AND ANY LICENSES
THEREUNDER, IN WHICH EVENT THE APPLICABLE GRANTOR SHALL, AT THE REQUEST OF
AGENT, DO ANY AND ALL LAWFUL ACTS REQUESTED BY AGENT AND EXECUTE ANY AND ALL
DOCUMENTS REQUIRED BY AGENT TO AID SUCH ENFORCEMENT, AND THE APPLICABLE GRANTOR
SHALL, UPON DEMAND, PROMPTLY REIMBURSE AND INDEMNIFY AGENT FOR ALL COSTS AND
EXPENSES INCURRED IN SUCH ENFORCEMENT.
7.
RELATION TO OTHER LOAN DOCUMENTS. THE PROVISIONS OF THIS
AGREEMENT SHALL BE READ AND CONSTRUED WITH THE OTHER LOAN DOCUMENTS REFERRED TO
BELOW IN THE MANNER SO INDICATED. IN THE EVENT OF ANY CONFLICT BETWEEN ANY
PROVISION IN THIS AGREEMENT AND A PROVISION IN THE CREDIT AGREEMENT, SUCH
PROVISION OF THE CREDIT AGREEMENT SHALL CONTROL.
8.
FURTHER ASSURANCES.
(A)
EACH GRANTOR AGREES THAT FROM TIME TO TIME, AT ITS OWN EXPENSE,
SUCH GRANTOR WILL PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND
DOCUMENTS, AND TAKE ALL FURTHER ACTION, THAT MAY BE NECESSARY OR THAT AGENT MAY
REASONABLY REQUEST, IN ORDER TO PERFECT AND PROTECT ANY SECURITY INTEREST
GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE AGENT TO EXERCISE AND
ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY OF THE COLLATERAL.
(B)
EACH GRANTOR AUTHORIZES THE FILING OF SUCH FINANCING OR
CONTINUATION STATEMENTS, OR AMENDMENTS THERETO, AND SUCH GRANTOR WILL EXECUTE
AND DELIVER TO AGENT SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY OR
AS AGENT MAY REASONABLY REQUEST, IN ORDER TO PERFECT AND PRESERVE THE SECURITY
INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY.
(C)
EACH GRANTOR AUTHORIZES AGENT TO FILE, TRANSMIT, OR COMMUNICATE,
AS APPLICABLE, FINANCING STATEMENTS AND AMENDMENTS DESCRIBING THE COLLATERAL AS
"ALL PERSONAL PROPERTY OF DEBTOR" OR "ALL ASSETS OF DEBTOR" OR WORDS OF SIMILAR
EFFECT, IN ORDER TO PERFECT AGENT'S SECURITY INTEREST IN THE COLLATERAL WITHOUT
SUCH GRANTOR'S SIGNATURE. EACH GRANTOR ALSO HEREBY RATIFIES ITS AUTHORIZATION
FOR AGENT TO HAVE FILED IN ANY JURISDICTION ANY FINANCING STATEMENTS FILED PRIOR
TO THE DATE HEREOF.
(D)
EACH GRANTOR ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY
FINANCING STATEMENT OR AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO ANY
FINANCING STATEMENT FILED IN CONNECTION WITH THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF AGENT, SUBJECT TO SUCH GRANTOR'S RIGHTS UNDER SECTION
9509(D)(2) OF THE CODE.
9.
AGENT'S RIGHT TO PERFORM CONTRACTS. UPON THE OCCURRENCE AND
CONTINUATION OF AN EVENT OF DEFAULT, AGENT (OR ITS DESIGNEE) MAY PROCEED TO
PERFORM ANY AND ALL OF THE OBLIGATIONS OF ANY GRANTOR CONTAINED IN ANY CONTRACT,
LEASE, OR OTHER AGREEMENT AND EXERCISE ANY AND ALL RIGHTS OF ANY GRANTOR THEREIN
CONTAINED AS FULLY AS SUCH GRANTOR ITSELF COULD.
10.
AGENT APPOINTED ATTORNEY-IN-FACT. EACH GRANTOR HEREBY IRREVOCABLY
APPOINTS AGENT ITS ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD
OF SUCH GRANTOR AND IN THE
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NAME OF SUCH GRANTOR OR OTHERWISE, TO TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT WHICH AGENT MAY REASONABLY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH
THE