TO COLLATERAL AGENT SHALL BE DEEMED TO CONSTITUTE SUCH
GRANT TO COLLATERAL AGENT.
UPON THE SENDING OF SUCH NOTICE, ANY COMMERCIAL TORT
CLAIM DESCRIBED THEREIN SHALL CONSTITUTE PART OF THE COLLATERAL AND SHALL BE
DEEMED INCLUDED THEREIN.
WITHOUT LIMITING THE AUTHORIZATION OF AGENT OTHERWISE
PROVIDED HEREIN OR OTHERWISE ARISING BY THE EXECUTION BY OBLIGORS OF THIS
AGREEMENT, AGENT IS HEREBY IRREVOCABLY AUTHORIZED FROM TIME TO TIME AND AT ANY
TIME TO FILE SUCH FINANCING STATEMENTS NAMING AGENT OR ITS DESIGNEE AS SECURED
PARTY AND OBLIGORS AS DEBTORS, OR ANY AMENDMENTS TO ANY FINANCING STATEMENTS,
COVERING ANY SUCH COMMERCIAL TORT CLAIM AS COLLATERAL. IN ADDITION, OBLIGORS
SHALL PROMPTLY UPON AGENT'S REQUEST, EXECUTE AND DELIVER, OR CAUSE TO BE
EXECUTED AND DELIVERED, TO AGENT SUCH OTHER AGREEMENTS, DOCUMENTS AND
INSTRUMENTS AS AGENT MAY REQUIRE IN CONNECTION WITH SUCH COMMERCIAL TORT CLAIM.
(G)
THE OBLIGORS HEREBY COVENANT AND AGREE THAT EACH LEASEHOLD INTEREST SHALL
AT ALL TIMES BE FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES OF ANY
NATURE OR DESCRIPTION (OTHER THAN PERMITTED ENCUMBRANCES) AND NO OTHER CREDITOR
OF THE ESTATE (SECURED OR UNSECURED) SHALL BE ENTITLED TO ENCUMBER ANY LEASEHOLD
INTEREST WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COLLATERAL AGENT.
(h)
The due and punctual payment and performance of the Obligations shall also
be secured by the Encumbrance created by the Mortgage upon the Headquarters
Facility of Lead Borrower described therein.
(i)
Notwithstanding anything herein to the contrary, the Obligors (I)
may hold assets consisting of Chattel Paper, Letter of Credit Rights, and
commercial tort claims in an aggregate amount not to exceed $50,000 in which the
Collateral Agent's security interest has not been perfected; and (II) may hold
assets consisting of Investment Property in an aggregate amount not to exceed
$10,000 in which the Collateral Agent's security interest has not been
perfected.
ARTICLE IX. - COLLATERAL AGENT AS BORROWERS' ATTORNEY-IN-FACT:
9.1
APPOINTMENT AS ATTORNEY-IN-FACT.
The Obligors hereby irrevocably constitutes and appoints the Collateral Agent as
the Obligor's true and lawful attorney, with full power of substitution,
following the occurrence and during the continuance of an Event of Default
subject to the terms of the Intercreditor Agreement, to convert the Collateral
into cash at the sole risk, cost, and expense of the Obligors, but for the
ratable benefit of the Collateral Agent. The rights and powers granted the
Collateral
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Agent by this appointment include but are not limited to the right and power,
following the occurrence and during the continuance of an Event of Default, to:
(A)
PROSECUTE, DEFEND, COMPROMISE, OR RELEASE ANY ACTION RELATING TO THE
COLLATERAL.
(B)
SIGN CHANGE OF ADDRESS FORMS TO CHANGE THE ADDRESS TO WHICH THE OBLIGORS'
MAIL IS TO BE SENT TO SUCH ADDRESS AS THE COLLATERAL AGENT SHALL DESIGNATE;
RECEIVE AND OPEN THE OBLIGORS' MAIL; REMOVE ANY RECEIVABLES COLLATERAL AND
PROCEEDS OF COLLATERAL THEREFROM AND TURN OVER THE BALANCE OF SUCH MAIL EITHER
TO THE OBLIGORS OR TO ANY TRUSTEE IN BANKRUPTCY, RECEIVER, ASSIGNEE FOR THE
BENEFIT OF CREDITORS OF THE