appoints Secured Party as such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor, Secured Party or otherwise, from time to time in
Secured Party's discretion to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
TO ASK FOR, DEMAND, COLLECT, SUE FOR, RECOVER, COMPOUND, RECEIVE AND GIVE
ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN RESPECT OF
ANY OF THE COLLATERAL;
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
TO RECEIVE, ENDORSE AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS, DOCUMENTS,
CHATTEL PAPER AND OTHER DOCUMENTS IN CONNECTION WITH CLAUSES (A) ABOVE;
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS THAT SECURED
PARTY MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF ANY OF THE
COLLATERAL OR OTHERWISE TO ENFORCE OR PROTECT THE RIGHTS OF SECURED PARTY WITH
RESPECT TO ANY OF THE COLLATERAL;
(D)
TO PAY OR DISCHARGE LIENS (OTHER THAN LIENS PERMITTED UNDER THIS
AGREEMENT OR THE CREDIT AGREEMENT) LEVIED OR PLACED UPON OR THREATENED AGAINST
THE COLLATERAL, THE LEGALITY OR VALIDITY THEREOF AND THE AMOUNTS NECESSARY TO
DISCHARGE THE SAME TO BE DETERMINED BY SECURED PARTY IN ITS SOLE DISCRETION, ANY
SUCH PAYMENTS MADE BY SECURED PARTY TO BECOME OBLIGATIONS OF SUCH GRANTOR TO
SECURED PARTY, DUE AND PAYABLE IMMEDIATELY WITHOUT DEMAND;
(E)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
GENERALLY TO SELL, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH RESPECT TO OR
OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH
SECURED PARTY WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT
SECURED PARTY'S OPTION AND GRANTORS' EXPENSE, AT ANY TIME OR FROM TIME TO TIME,
ALL ACTS AND THINGS THAT SECURED PARTY DEEMS NECESSARY TO PROTECT, PRESERVE OR
REALIZE UPON THE COLLATERAL AND SECURED PARTY'S SECURITY INTEREST THEREIN IN
ORDER TO EFFECT THE INTENT OF THIS AGREEMENT; AND
(F)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
TO FILE WITH THE INTERNAL REVENUE SERVICE AND THE UNITED STATES DEPARTMENT OF
THE TREASURY AND ANY EQUIVALENT STATE AGENCY EXECUTED POWERS OF ATTORNEY
PROVIDED BY GRANTORS IN ACCORDANCE WITH SECTION 4 OF THIS AGREEMENT.
5
SECTION 7.
Secured Party May Perform.
If any Grantor fails to perform any agreement contained herein, Secured Party
may, if such agreement is not performed by such Grantor within ten days after
written notice of such failure is given by Secured Party to such Grantor, itself
perform, or cause performance of, such agreement, and the expenses of Secured
Party incurred in connection therewith shall be payable by Grantors under
Section 11(b) hereof
SECTION 8.
Standard of Care.
The