TRUSTEE MAY DEEM
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION:
(A)
TO ASK FOR, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE, RECEIVE
AND GIVE ACQUITTANCE AND RECEIPT FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL,
(B)
TO RECEIVE, INDORSE AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS,
DOCUMENTS AND CHATTEL PAPER,
(C)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
THAT THE TRUSTEE MAY REASONABLY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION
OF ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF THE TRUSTEE WITH
RESPECT TO ANY OF THE COLLATERAL, AND
11
(D)
TO PAY OR DISCHARGE ANY TAXES OR LIENS LEVIED OR PLACED UPON THE
COLLATERAL, THE LEGALITY OR VALIDITY THEREOF AND THE AMOUNTS NECESSARY TO
DISCHARGE THE SAME ALL AS DETERMINED BY THE TRUSTEE IN ITS SOLE DISCRETION, IT
BEING UNDERSTOOD THAT ANY SUCH PAYMENTS MADE BY THE TRUSTEE SHALL BECOME PART OF
THE SECURED OBLIGATIONS OF THE GRANTOR TO THE TRUSTEE, AND SHALL BE DUE AND
PAYABLE IMMEDIATELY UPON DEMAND;
provided, however, that the Trustee shall have no obligation to perform any of
the foregoing actions. The Trustee's authority under this Section 10 shall
include, without limitation, the authority to endorse and negotiate any checks
or instruments representing proceeds of Collateral in the name of the Grantor,
execute and give receipt for any certificate of ownership or any document
constituting Collateral, transfer title to any item of Collateral, authorize the
filing of any financing statements (to the extent permitted by applicable law)
or any other documents reasonably deemed necessary or appropriate by the Trustee
to preserve, protect or perfect the security interest in the Collateral and to
file the same, prepare, file and sign the Grantor's name on any notice of lien,
and to take any other actions arising from or incident to the powers granted to
the Trustee in this Agreement. This power of attorney is coupled with an
interest and is irrevocable by the Grantor.
SECTION 11.
NO ASSUMPTION OF DUTIES; REASONABLE CARE.
THE RIGHTS AND POWERS
CONFERRED ON THE TRUSTEE HEREUNDER ARE SOLELY TO PRESERVE AND PROTECT THE
SECURITY INTEREST OF THE TRUSTEE AND THE HOLDERS OF THE NOTES IN AND TO THE
COLLATERAL GRANTED HEREBY AND SHALL NOT BE INTERPRETED TO, AND SHALL NOT, IMPOSE
ANY DUTIES ON THE TRUSTEE IN CONNECTION THEREWITH OTHER THAN THOSE EXPRESSLY
PROVIDED HEREIN OR IN THE INDENTURE OR IMPOSED UNDER APPLICABLE LAW. EXCEPT AS
PROVIDED BY HEREIN, BY APPLICABLE LAW OR BY THE INDENTURE, THE TRUSTEE SHALL BE
DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF ANY
COLLATERAL IN ITS POSSESSION IF THE COLLATERAL IS ACCORDED TREATMENT
SUBSTANTIALLY EQUAL TO THAT WHICH THE TRUSTEE ACCORDS SIMILAR PROPERTY HELD BY
ITSELF FOR ITS OWN ACCOUNT, IT BEING UNDERSTOOD THAT THE TRUSTEE, IN ITS
CAPACITY AS SUCH, SHALL NOT HAVE ANY RESPONSIBILITY FOR (A) ASCERTAINING OR
TAKING ACTION WITH RESPECT TO CALLS, CONVERSIONS, EXCHANGES, MATURITIES