HEREBY CONSTITUTES THE SECURED PARTY ITS ATTORNEY-IN-FACT TO
EXECUTE AND FILE ALL SUCH WRITINGS FOR THE FOREGOING PURPOSES, ALL ACTS OF SUCH
ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED; SUCH POWER BEING COUPLED WITH AN
INTEREST IS IRREVOCABLE UNTIL THE OBLIGATIONS ARE PAID IN FULL AND THE
COMMITMENT IS TERMINATED.
(VI)
THE DEBTOR WILL TAKE ALL REASONABLE AND
NECESSARY STEPS, INCLUDING, WITHOUT LIMITATION, IN ANY PROCEEDING BEFORE THE
UNITED STATES PATENT AND TRADEMARK OFFICE, OR ANY SIMILAR OFFICE OR AGENCY IN
ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF, TO MAINTAIN AND PURSUE
EACH APPLICATION (AND TO OBTAIN THE RELEVANT REGISTRATION) AND TO MAINTAIN EACH
REGISTRATION OF ANY REGISTERED INTELLECTUAL PROPERTY, INCLUDING, WITHOUT
LIMITATION, FILING OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE AND AFFIDAVITS
OF INCONTESTABILITY.
(VII)
IN THE EVENT THAT ANY MATERIAL INTELLECTUAL
PROPERTY INCLUDED IN THE COLLATERAL IS INFRINGED, MISAPPROPRIATED OR DILUTED BY
A THIRD PARTY, THE DEBTOR SHALL PROMPTLY NOTIFY THE SECURED PARTY AFTER IT
LEARNS THEREOF AND SHALL, UNLESS THE DEBTOR SHALL REASONABLY DETERMINE THAT SUCH
INTELLECTUAL PROPERTY IS OF NEGLIGIBLE ECONOMIC VALUE TO THE DEBTOR, PROMPTLY
SUE FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION, TO SEEK INJUNCTIVE RELIEF
WHERE APPROPRIATE AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, OR TAKE SUCH OTHER ACTIONS AS THE DEBTOR SHALL
REASONABLY DEEM APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH INTELLECTUAL
PROPERTY.
(Q)
VEHICLES.
THE DEBTOR WILL MAINTAIN EACH
VEHICLE IN GOOD OPERATING CONDITION, ORDINARY WEAR AND TEAR AND IMMATERIAL
IMPAIRMENTS OF VALUE AND DAMAGE BY THE ELEMENTS EXCEPTED, AND WILL PROVIDE ALL
MAINTENANCE, SERVICE AND REPAIRS NECESSARY FOR SUCH PURPOSE.
THE DEBTOR WILL
NOTIFY THE SECURED PARTY OF EACH ACQUISITION OR SALE OF A VEHICLE, PROMPTLY
FOLLOWING THE ACQUISITION OR SALE THEREOF.
IF AN EVENT OF DEFAULT SHALL OCCUR
AND BE CONTINUING, AT THE REQUEST OF THE SECURED PARTY THE DEBTOR SHALL, WITHIN
FIVE (5) BUSINESS DAYS AFTER SUCH REQUEST, FILE APPLICATIONS FOR CERTIFICATES OF
TITLE INDICATING THE SECURED PARTY'S LIEN ON THE VEHICLES COVERED BY SUCH
CERTIFICATES, TOGETHER WITH ANY OTHER NECESSARY DOCUMENTATION, IN EACH OFFICE IN
EACH JURISDICTION WHICH THE SECURED PARTY SHALL DEEM ADVISABLE TO PERFECT ITS
LIEN ON THE VEHICLES.
(R)
INVENTORY.
NONE OF THE INVENTORY OF THE
DEBTOR SHALL BE EVIDENCED BY A WAREHOUSE RECEIPT.
(S)
COMMERCIAL TORT CLAIMS.
THE DEBTOR SHALL
PROMPTLY NOTIFY THE SECURED PARTY IN WRITING UPON INCURRING OR OTHERWISE
OBTAINING A COMMERCIAL TORT CLAIM AGAINST ANY THIRD PARTY, AND UPON REQUEST OF
THE SECURED PARTY, PROMPTLY ENTER INTO AN AMENDMENT TO THIS SECURITY AGREEMENT
AND DO SUCH OTHER ACTS OR THINGS DEEMED APPROPRIATE BY THE SECURED PARTY TO GIVE
THE SECURED PARTY A SECURITY INTEREST IN ANY SUCH COMMERCIAL TORT CLAIM.
11
6.
SECURED PARTY'S POWER OF ATTORNEY.
(A)
DEBTOR HEREBY IRREVOCABLY DESIGNATES,
MAKES, CONSTITUTES AND APPOINTS LENDER (AND ALL PERSONS DESIGNATED BY LENDER) AS
DEBTOR'S TRUE AND LAWFUL ATTORNEY (AND AGENT-IN-FACT) AND LENDER, OR LENDER'S
AGENT, MAY, WITHOUT NOTICE TO DEBTOR AND IN EITHER DEBTOR'S OR LENDER'S NAME,
BUT AT THE COST AND EXPENSE OF