BY
SECURED PARTY, ITS COUNSEL AND OTHER REPRESENTATIVES) IS AUTHORIZED, AT ANY TIME
AND FROM TIME TO TIME, TO FILE OR RECORD UCC-1 FINANCING STATEMENT AND
AMENDMENTS TO FINANCING STATEMENTS RELATING TO THE PROMISSORY NOTE COLLATERAL IN
FAVOR OF SECURED PARTY, AND ANY SIMILAR FINANCING STATEMENTS IN ANY JURISDICTION
IN WHICH SECURED PARTY REASONABLY DETERMINES SUCH FILING TO BE NECESSARY OR
ADVISABLE.
GRANTOR FURTHER AGREES TO PROVIDE SECURED PARTY WITH WRITTEN NOTICE
OF ANY CHANGE IN ITS NAME, FORM OF ORGANIZATION, JURISDICTION OF ORGANIZATION OR
LOCATION OF ITS CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS WITHIN
THIRTY (30) BUSINESS DAYS OF SUCH CHANGE. GRANTOR FURTHER AGREES THAT UPON THE
OCCURRENCE OF AN ACCELERATION EVENT UNDER ANY GIVEN PROMISSORY NOTE, AND AT ANY
TIME AND FROM TIME TO TIME THEREAFTER UNTIL THE CAUSE OF SUCH ACCELERATION EVENT
HAS BEEN CURED, GRANTOR SHALL, AT THE REASONABLE REQUEST OF THE SECURED PARTY
AND AT THE GRANTOR'S EXPENSE PROMPTLY EXECUTE AND DELIVER ALL FURTHER
INSTRUMENTS AND DOCUMENTS INCLUDING, WITHOUT LIMITATION, COLLATERAL ASSIGNMENTS,
FORM UCC-1 FINANCING STATEMENTS OR AMENDMENTS OR CONTINUATIONS THEREOF, AND
CONSENTS TO THE EXERCISE BY SECURED PARTY OF ALL OF SECURED PARTY'S RIGHTS AND
REMEDIES HEREUNDER, UNDER ANY SUPPLEMENT HERETO OR APPLICABLE LAW WITH RESPECT
TO THE COLLATERAL, AND DO OR CAUSE TO BE DONE SUCH FURTHER ACTS AS MAY BE
REASONABLY NECESSARY OR PROPER IN SECURED PARTY'S OPINION TO EVIDENCE, MAINTAIN
AND ENFORCE SECURED PARTY'S SECURITY INTEREST IN THE COLLATERAL AND TO OTHERWISE
EFFECTUATE THE PROVISIONS OR PURPOSES OF THIS AGREEMENT OR ANY SUPPLEMENT HERETO
INCLUDING, WITHOUT LIMITATION, REQUIRING DELIVERY OF THE PROMISSORY NOTE
COLLATERAL TO SECURED PARTY TO HOLD AS SECURED PARTY.
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7. POWERS OF SECURED PARTY.
GRANTOR AGREES THAT UPON THE OCCURRENCE OF AN
ACCELERATION EVENT UNDER ANY GIVEN PROMISSORY NOTE, IT SHALL APPOINT SECURED
PARTY AS GRANTOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT TO PERFORM ANY AND ALL OF
THE FOLLOWING ACTS, WHICH POWER SHALL BE COUPLED WITH AN INTEREST, SHALL BE
IRREVOCABLE UNTIL THE OBLIGATIONS ARE PAID AND PERFORMED IN FULL, AND MAY BE
EXERCISED FROM TIME TO TIME BY SECURED PARTY IN ITS DISCRETION TO TAKE ANY
ACTION WHICH SHALL BE REQUIRED FOR SECURED PARTY
(I) TO EXERCISE VOTING AND
CONSENT RIGHTS WITH RESPECT TO PROMISSORY NOTE COLLATERAL IN ACCORDANCE WITH
THIS AGREEMENT, (II) TO RECEIVE, ENDORSE AND COLLECT ALL INSTRUMENTS OR OTHER
FORMS OF PAYMENT MADE PAYABLE TO GRANTOR IN RESPECT OF THE PROMISSORY NOTE
COLLATERAL OR ANY PART THEREOF AND TO GIVE FULL DISCHARGE FOR THE SAME, (III) TO
PERFORM OR CAUSE THE PERFORMANCE OF ANY OBLIGATION OF GRANTOR HEREUNDER IN
GRANTOR'S NAME OR OTHERWISE, (IV) TO LIQUIDATE ANY PROMISSORY NOTE COLLATERAL
PLEDGED TO SECURED PARTY HEREUNDER AND TO APPLY PROCEEDS THEREOF TO THE PAYMENT
OF THE OBLIGATIONS OR TO PLACE SUCH PROCEEDS INTO A CASH PROMISSORY NOTE
COLLATERAL ACCOUNT OR TO TRANSFER THE PROMISSORY NOTE COLLATERAL INTO THE NAME
OF SECURED PARTY, ALL AT SECURED PARTY'S SOLE DISCRETION, (V) TO ENTER INTO ANY
EXTENSION, REORGANIZATION OR OTHER AGREEMENT RELATING TO OR AFFECTING