AS THE SECURED PARTIES MAY
REQUEST, A REPORT OF A REPUTABLE INSURANCE BROKER WITH RESPECT TO SUCH
INSURANCE. FURTHER, EACH GRANTOR SHALL, AT THE REQUEST OF THE SECURED PARTIES,
DULY EXECUTE AND DELIVER INSTRUMENTS OF ASSIGNMENT OF SUCH INSURANCE POLICIES TO
COMPLY WITH THE REQUIREMENTS OF SECTION 8 AND CAUSE THE RESPECTIVE INSURERS TO
ACKNOWLEDGE NOTICE OF SUCH ASSIGNMENT.
(B)
REIMBURSEMENT UNDER ANY LIABILITY INSURANCE MAINTAINED BY A
GRANTOR PURSUANT TO THIS SECTION MAY BE PAID DIRECTLY TO THE PERSON WHO SHALL
HAVE INCURRED LIABILITY COVERED BY SUCH INSURANCE. IN CASE OF ANY LOSS INVOLVING
DAMAGE TO A GRANTOR'S EQUIPMENT OR INVENTORY WHEN SUBSECTION (C) OF THIS
SECTION IS NOT APPLICABLE, SUCH GRANTOR SHALL MAKE OR CAUSE TO BE MADE THE
NECESSARY REPAIRS TO OR REPLACEMENTS OF SUCH EQUIPMENT OR INVENTORY, AND ANY
PROCEEDS OF INSURANCE MAINTAINED BY SUCH GRANTOR PURSUANT TO THIS SECTION SHALL
BE PAID TO SUCH GRANTOR AS REIMBURSEMENT FOR THE COSTS OF SUCH REPAIRS OR
REPLACEMENTS.
(c)
Subject to the rights of Silicon, upon the occurrence and during
the continuation of any Event of Default, all insurance payments in respect of
such equipment or inventory shall be paid to the Secured Parties and applied to
payment of the amounts due under the Secured Obligations.
SECTION 13.
Attorney-in-Fact.
Each of the Grantors hereby irrevocably
appoints the Secured Parties as such Grantor's attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such
Grantor, the Secured Parties or otherwise, to, after the occurrence and during
the continuance of an Event of Default, take any action and to execute any
instrument which the Secured Parties may deem necessary or advisable to
accomplish the purposes of this Agreement, subject to the rights of Silicon,
including, without limitation:
(A)
TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE PAID TO THE SECURED
PARTIES PURSUANT TO SECTION 12 HEREOF;
(B)
TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE, RECEIVE AND
GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL;
(C)
TO RECEIVE, ENDORSE, ASSIGN, AND COLLECT ANY AND ALL CHECKS,
NOTES, DRAFTS AND OTHER NEGOTIABLE AND NON-NEGOTIABLE INSTRUMENTS, DOCUMENTS AND
CHATTEL PAPER, IN CONNECTION WITH
14
CLAUSE (A) OR (B) ABOVE, AND EACH GRANTOR WAIVES NOTICE OF PRESENTMENT, PROTEST
AND NON-PAYMENT OF ANY INSTRUMENT, DOCUMENT OR CHATTEL PAPER SO ENDORSED OR
ASSIGNED;
(D)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
WHICH THE SECURED PARTIES MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF
ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF THE SECURED PARTIES
WITH RESPECT TO ANY OF THE COLLATERAL;
(E)
TO SELL, TRANSFER, ASSIGN OR OTHERWISE DEAL IN OR WITH THE
COLLATERAL OR THE PROCEEDS OR AVAILS THEREOF, AS FULL AND EFFECTUALLY AS IF THE
SECURED PARTIES WERE THE ABSOLUTE OWNER THEREOF;
(F)
TO PERFORM OR CAUSE THE PERFORMANCE OF ANY OBLIGATION OF THE
GRANTORS HEREUNDER;
(G)
TO RECEIVE, OPEN AND DISPOSE OF ALL