TO FILE
FINANCING STATEMENTS NECESSARY OR DESIRABLE IN THE LENDER'S SOLE DISCRETION TO
PERFECT AND TO MAINTAIN THE PERFECTION AND PRIORITY OF THE LENDER'S SECURITY
INTEREST IN THE COLLATERAL, (II) TO ENDORSE AND COLLECT ANY CASH PROCEEDS OF THE
COLLATERAL, (III) TO FILE A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS
SECURITY AGREEMENT OR ANY FINANCING STATEMENT WITH RESPECT TO THE COLLATERAL AS
A FINANCING STATEMENT AND TO FILE ANY OTHER FINANCING STATEMENT OR AMENDMENT OF
A FINANCING STATEMENT (WHICH DOES NOT ADD NEW COLLATERAL OR ADD A DEBTOR) IN
SUCH OFFICES AS THE LENDER IN ITS SOLE DISCRETION DEEMS NECESSARY OR DESIRABLE
TO PERFECT AND TO MAINTAIN THE PERFECTION AND PRIORITY OF THE LENDER'S SECURITY
INTEREST IN THE COLLATERAL, (IV) TO CONTACT AND ENTER INTO ONE OR MORE
AGREEMENTS WITH THE ISSUERS OF UNCERTIFICATED SECURITIES WHICH ARE PLEDGED
COLLATERAL OR WITH SECURITIES INTERMEDIARIES HOLDING PLEDGED COLLATERAL AS MAY
BE NECESSARY OR ADVISABLE TO GIVE THE LENDER CONTROL OVER SUCH PLEDGED
COLLATERAL, (V) TO APPLY THE PROCEEDS OF ANY COLLATERAL RECEIVED BY THE LENDER
TO THE SECURED OBLIGATIONS AS PROVIDED IN SECTION 7.3, (VI) TO DISCHARGE PAST
DUE TAXES, ASSESSMENTS, CHARGES, FEES OR LIENS ON THE COLLATERAL (EXCEPT FOR
SUCH LIENS AS ARE SPECIFICALLY PERMITTED HEREUNDER), (VII) DURING THE
CONTINUATION OF AN EVENT OF DEFAULT TO CONTACT ACCOUNT DEBTORS FOR ANY REASON,
(VIII) TO DEMAND PAYMENT OR ENFORCE PAYMENT OF THE RECEIVABLES IN THE NAME OF
THE LENDER OR THE GRANTOR AND TO ENDORSE ANY AND ALL CHECKS, DRAFTS, AND OTHER
INSTRUMENTS FOR THE PAYMENT OF MONEY RELATING TO THE RECEIVABLES, (IX) TO SIGN
THE GRANTOR'S NAME ON ANY INVOICE OR BILL OF LADING RELATING TO THE RECEIVABLES,
DRAFTS AGAINST ANY ACCOUNT DEBTOR OF THE GRANTOR, ASSIGNMENTS AND VERIFICATIONS
OF RECEIVABLES, (X) TO EXERCISE ALL OF THE GRANTOR'S RIGHTS AND REMEDIES WITH
RESPECT TO THE COLLECTION OF THE RECEIVABLES AND ANY OTHER COLLATERAL, (XI) TO
SETTLE, ADJUST, COMPROMISE, EXTEND OR RENEW THE RECEIVABLES, (XII) TO SETTLE,
ADJUST OR COMPROMISE ANY LEGAL PROCEEDINGS BROUGHT TO COLLECT RECEIVABLES,
(XIII) TO PREPARE, FILE AND SIGN THE GRANTOR'S NAME ON A PROOF OF CLAIM IN
BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY ACCOUNT DEBTOR OF THE GRANTOR, (XIV)
TO PREPARE, FILE AND SIGN THE GRANTOR'S NAME ON ANY NOTICE OF LIEN, ASSIGNMENT
OR SATISFACTION OF LIEN OR SIMILAR DOCUMENT IN CONNECTION WITH THE RECEIVABLES,
(XV) TO CHANGE THE ADDRESS FOR DELIVERY OF MAIL ADDRESSED TO THE GRANTOR TO SUCH
ADDRESS AS THE LENDER MAY DESIGNATE AND TO RECEIVE, OPEN AND DISPOSE OF ALL MAIL
ADDRESSED TO THE GRANTOR, AND (XVI) TO DO ALL OTHER ACTS AND THINGS NECESSARY TO
CARRY OUT THIS SECURITY AGREEMENT; AND THE GRANTOR AGREES TO REIMBURSE THE
LENDER ON DEMAND FOR ANY PAYMENT MADE OR ANY EXPENSE INCURRED BY THE LENDER IN
CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT, THIS AUTHORIZATION SHALL
NOT RELIEVE THE GRANTOR OF ANY OF ITS OBLIGATIONS UNDER THIS SECURITY AGREEMENT
OR UNDER THE CREDIT AGREEMENT.
(B)
ALL ACTS OF SAID ATTORNEY OR DESIGNEE MADE IN