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, 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 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:
101
(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 OBLIGORS, OR OTHER LEGAL REPRESENTATIVE OF THE
OBLIGORS WHOM THE COLLATERAL AGENT DETERMINES TO BE THE APPROPRIATE PERSON TO
WHOM TO SO TURN OVER SUCH MAIL.
(C)
ENDORSE THE NAME OF THE OBLIGORS IN FAVOR OF THE COLLATERAL AGENT UPON ANY
AND ALL CHECKS, DRAFTS, NOTES, ACCEPTANCES, OR OTHER ITEMS OR INSTRUMENTS; SIGN
AND ENDORSE THE NAME OF THE OBLIGORS ON, AND RECEIVE AS SECURED PARTY, ANY OF
THE COLLATERAL, ANY INVOICES, SCHEDULES OF COLLATERAL, FREIGHT OR EXPRESS
RECEIPTS, OR BILLS OF LADING, STORAGE RECEIPTS, WAREHOUSE RECEIPTS, OR OTHER
DOCUMENTS OF TITLE RESPECTIVELY RELATING TO THE COLLATERAL.
(D)
SIGN THE NAME OF THE OBLIGORS ON ANY NOTICE