OR THE U.S. PATENT AND TRADEMARK OFFICE.
THE DEBTOR HEREBY
APPOINTS ED ITS ATTORNEY-IN-FACT TO EXECUTE, DELIVER AND RECORD ANY AND ALL SUCH
AMENDMENTS, AGREEMENTS, INSTRUMENTS AND DOCUMENTS FOR THE
8
FOREGOING PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND
CONFIRMED AND SUCH POWER, BEING COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE
FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT WITH RESPECT TO THE DEBTOR.
4.7
COLLATERAL IN POSSESSION OF THIRD PARTY.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION OF THIS AGREEMENT, THE
DEBTOR AGREES THAT IT SHALL NOT PERMIT ANY COLLATERAL TO BE IN THE POSSESSION OF
ANY BAILEE, WAREHOUSEMAN, AGENT, PROCESSOR OR OTHER THIRD PARTY AT ANY TIME
(EXCEPT FOR RELOCATIONS OF COLLATERAL WITH AN AGGREGATE FAIR MARKET VALUE NOT TO
EXCEED $250,000 AT ANY TIME, IN THE ORDINARY COURSE OF BUSINESS, INCLUDING,
WITHOUT LIMITATION, FOR TESTING OR EVALUATION PURPOSES) UNLESS SUCH BAILEE OR
OTHER PERSON SHALL HAVE BEEN NOTIFIED OF THE SECURITY INTEREST CREATED BY THIS
AGREEMENT (OR, IF REQUIRED UNDER APPLICABLE LAW IN ORDER TO PERFECT THE SECURED
PARTIES'S SECURITY INTEREST IN SUCH COLLATERAL, SUCH BAILEE OR OTHER PERSON
SHALL HAVE ACKNOWLEDGED TO THE SECURED PARTIES IN WRITING THAT IT IS HOLDING
SUCH COLLATERAL FOR THE BENEFIT OF THE SECURED PARTIES AND SUBJECT TO SUCH
SECURITY INTEREST AND TO THE INSTRUCTIONS OF THE SECURED PARTIES) AND THE DEBTOR
SHALL HAVE EXERCISED ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN FROM SUCH
BAILEE OR OTHER PERSON, AT THE DEBTOR'S SOLE COST AND EXPENSE, THE WRITTEN
ACKNOWLEDGEMENT DESCRIBED ABOVE (IF NOT ALREADY REQUIRED BY APPLICABLE LAW TO
PERFECT THE SECURED PARTIES'S SECURITY INTEREST) AND AGREEMENT TO WAIVE AND
RELEASE ANY LIEN (WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE) IT MAY HAVE
WITH RESPECT TO SUCH COLLATERAL, SUCH AGREEMENT TO BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE SECURED PARTIES.
4.8
PROTECTION OF SECURITY INTEREST; FURTHER
ASSURANCES.
THE DEBTOR WILL, AT ITS EXPENSE AND IN SUCH MANNER AND FORM AS THE
SECURED PARTIES MAY REASONABLY REQUIRE, EXECUTE, DELIVER, FILE AND RECORD ANY
FINANCING STATEMENT, SPECIFIC ASSIGNMENT OR OTHER PAPER, OBTAIN ALL NECESSARY
CONSENTS OF THIRD PARTIES AND TAKE ANY OTHER ACTION THAT MAY BE NECESSARY OR
DESIRABLE, OR THAT THE SECURED PARTIES MAY REASONABLY REQUEST, IN ORDER TO
CREATE, PRESERVE, PERFECT OR VALIDATE THE SECURITY INTERESTS GRANTED HEREBY OR
TO ENABLE THE SECURED PARTIES TO EXERCISE AND ENFORCE THEIR RIGHTS HEREUNDER
WITH RESPECT TO ANY OF THE COLLATERAL.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE DEBTOR HEREBY AUTHORIZES THE SECURED PARTIES TO EXECUTE AND FILE, IN
THE NAME OF THE DEBTOR OR OTHERWISE, UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS WHICH THE SECURED PARTIES IN THEIR SOLE DISCRETION MAY DEEM NECESSARY
OR APPROPRIATE TO FURTHER PERFECT THE SECURITY INTERESTS.
ARTICLE 5
5.1
GENERAL AUTHORITY.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE DEBTOR HEREBY IRREVOCABLY
APPOINTS ED AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION,
AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, IN THE NAME OF THE