TRADEMARKS AND COPYRIGHTS,
INCLUDING, WITHOUT LIMITATION, TIMELY FILING OF APPLICATIONS FOR RENEWAL,
AFFIDAVITS OF USE AND AFFIDAVITS OF INCONTESTABILITY AND PAYMENT OF MAINTENANCE
FEES.
(VIII)
IN THE EVENT THAT ANY MATERIAL PATENT, TRADEMARK OR COPYRIGHT
INCLUDED IN THE COLLATERAL IS INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD
PARTY, EACH GRANTOR SHALL PROMPTLY NOTIFY THE LENDER AFTER IT LEARNS THEREOF
AND, AT THE GRANTORS' SOLE EXPENSE, SHALL, UNLESS THE GRANTORS SHALL REASONABLY
DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT IS OF NEGLIGIBLE ECONOMIC
VALUE TO THE GRANTORS, PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION OR
DILUTION, TO SEEK INJUNCTIVE RELIEF WHERE APPROPRIATE AND TO RECOVER ANY AND ALL
DAMAGES FOR SUCH INFRINGEMENT, MISAPPROPRIATION OR DILUTION, OR TAKE SUCH OTHER
ACTIONS AS THE GRANTORS SHALL REASONABLY DEEM APPROPRIATE UNDER THE
CIRCUMSTANCES TO PROTECT SUCH PATENT, TRADEMARK OR COPYRIGHT.
(IX)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE
REASONABLE REQUEST OF THE SECURED PARTY, EACH GRANTOR SHALL USE ITS REASONABLE
EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS BY THE LICENSOR OF EACH
COPYRIGHT LICENSE, PATENT LICENSE OR TRADEMARK LICENSE TO EFFECT THE ASSIGNMENT
OF ALL OF SUCH GRANTOR'S RIGHTS, TITLE AND INTEREST THEREUNDER TO THE SECURED
PARTY OR ITS DESIGNEE.
(R)
INVENTORY.
NONE OF THE INVENTORY OF ANY GRANTOR SHALL BE EVIDENCED BY A
WAREHOUSE RECEIPT.
6.
AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.
(A)
POWERS.
EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
THE SECURED PARTY AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF
SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE
POWER AND AUTHORITY IN THE PLACE AND STEAD OF EACH GRANTOR AND IN THE NAME OF
EACH GRANTOR OR IN ITS OWN NAME, FROM TIME TO TIME IN THE SECURED PARTY'S
DISCRETION, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE
ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND
INSTRUMENTS WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF
THIS
11
AGREEMENT, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR
HEREBY GIVES THE SECURED PARTY THE POWER AND RIGHT, ON BEHALF OF EACH GRANTOR,
WITHOUT NOTICE TO OR ASSENT BY ANY GRANTOR, TO DO THE FOLLOWING:
(I)
IN THE NAME OF EACH GRANTOR OR ITS OWN NAME, OR OTHERWISE, TO
TAKE POSSESSION OF AND ENDORSE AND COLLECT ANY CHECKS, DRAFTS, NOTES,
ACCEPTANCES OR OTHER INSTRUMENTS FOR THE PAYMENT OF MONEYS DUE UNDER ANY
ACCOUNT, INSTRUMENT, CHATTEL PAPER, GENERAL INTANGIBLE OR EXCESS CASH FLOW
RECEIVABLE OR WITH RESPECT TO ANY OTHER COLLATERAL AND TO FILE ANY CLAIM OR TO
TAKE ANY OTHER ACTION OR PROCEEDING IN ANY COURT OF LAW OR EQUITY OR OTHERWISE
DEEMED APPROPRIATE BY THE SECURED PARTY FOR THE PURPOSE OF COLLECTING ANY AND
ALL SUCH MONEYS DUE UNDER ANY ACCOUNT, INSTRUMENT, CHATTEL PAPER, GENERAL
INTANGIBLE OR EXCESS CASH FLOW RECEIVABLE OR WITH RESPECT TO ANY OTHER
COLLATERAL WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED OR PLACED ON OR
THREATENED AGAINST THE COLLATERAL, TO EFFECT ANY