IN RESPECT OF THE COLLATERAL OR AS TO THE
SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY SUCH CONTRACT OR
AGREEMENT, TO PRESENT OR FILE ANY CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY
PERFORMANCE OR TO COLLECT THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN
ASSIGNED TO THE SECURED PARTY OR TO WHICH THE SECURED PARTY MAY BE ENTITLED AT
ANY TIME OR TIMES.
THE SECURED PARTY'S SOLE DUTY WITH RESPECT TO THE CUSTODY,
SAFE KEEPING AND PHYSICAL PRESERVATION OF THE COLLATERAL IN ITS POSSESSION,
UNDER §9-207 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OR OTHERWISE, SHALL BE
TO DEAL WITH SUCH COLLATERAL IN THE SAME MANNER AS THE SECURED PARTY DEALS WITH
SIMILAR PROPERTY FOR ITS OWN ACCOUNT.
11.
POWER OF ATTORNEY.
11.1
APPOINTMENT AND POWERS OF SECURED PARTY.
EACH OF GROUP AND
OPERATING HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE SECURED PARTY AND ANY
OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND
LAWFUL ATTORNEYS-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE
AND STEAD OF THE DEBTOR OR IN THE SECURED PARTY'S OWN NAME, 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 THAT MAY BE NECESSARY OR
USEFUL TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, HEREBY GIVES SAID ATTORNEYS THE POWER AND RIGHT, ON
BEHALF OF THE DEBTOR, WITHOUT NOTICE TO OR ASSENT BY THE DEBTOR, TO DO THE
FOLLOWING UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT:
(A)
GENERALLY TO SELL, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH
RESPECT TO OR OTHERWISE DISPOSE OF OR DEAL WITH ANY OF THE COLLATERAL IN SUCH
MANNER AS IS CONSISTENT WITH THE UNIFORM COMMERCIAL CODE OF THE STATE AND AS
FULLY AND COMPLETELY AS THOUGH THE SECURED PARTY WERE THE ABSOLUTE OWNER THEREOF
FOR ALL PURPOSES, AND TO DO, AT THE DEBTOR'S EXPENSE, AT ANY TIME, OR FROM TIME
TO TIME, ALL ACTS AND THINGS WHICH THE SECURED PARTY DEEMS NECESSARY OR USEFUL
TO PROTECT, PRESERVE OR REALIZE UPON THE COLLATERAL AND THE SECURED PARTY'S
SECURITY INTEREST THEREIN, IN ORDER TO EFFECT THE INTENT OF THIS AGREEMENT, ALL
AT LEAST AS FULLY AND EFFECTIVELY AS THE DEBTOR MIGHT DO, INCLUDING, WITHOUT
LIMITATION, (I) THE FILING AND PROSECUTING OF REGISTRATION AND TRANSFER
APPLICATIONS WITH THE APPROPRIATE FEDERAL, STATE, LOCAL OR OTHER AGENCIES OR
AUTHORITIES WITH RESPECT TO TRADEMARKS, COPYRIGHTS
6
AND PATENTABLE INVENTIONS AND PROCESSES AND (II) THE EXECUTION, DELIVERY AND
RECORDING, IN CONNECTION WITH ANY SALE OR OTHER DISPOSITION OF ANY COLLATERAL,
OF THE ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER
WITH RESPECT TO SUCH COLLATERAL; AND
(B)
TO THE EXTENT THAT THE DEBTOR'S AUTHORIZATION GIVEN IN SECTION 3
IS NOT SUFFICIENT TO FILE SUCH FINANCING STATEMENTS WITH RESPECT HERETO, WITH OR
WITHOUT THE DEBTOR'S SIGNATURE, OR A PHOTOCOPY OF THIS AGREEMENT IN SUBSTITUTION
FOR A FINANCING STATEMENT,