possession of the Mortgaged Property;
(c)
All or any portion of the Loans; and/or
(d)
All costs and Attorneys' Fees incurred in connection therewith.
In connection with the foregoing, Borrower hereby authorizes and directs each
party to any Assigned Agreement (other than Borrower), upon receipt from Agent
or Collateral Agent of written notice to the effect that an Event of Default
exists, to perform all of its obligations under the Assigned Agreements as
directed by Collateral Agent, and to continue to do as so directed until
otherwise notified by Collateral Agent.
(G)
TO CAUSE COLLATERAL AGENT TO NOTIFY ACCOUNT DEBTORS THAT ACCOUNTS
HAVE BEEN ASSIGNED TO COLLATERAL AGENT, DEMAND AND RECEIVE INFORMATION FROM
ACCOUNT DEBTORS WITH RESPECT TO ACCOUNTS, FORWARD INVOICES TO ACCOUNT DEBTORS
DIRECTING THEM TO MAKE PAYMENTS TO COLLATERAL AGENT, COLLECT ALL ACCOUNTS IN
COLLATERAL AGENT'S OR BORROWER'S NAME AND TAKE CONTROL OF ANY CASH OR NON-CASH
PROCEEDS OF COLLATERAL;
(H)
TO CAUSE COLLATERAL AGENT TO ENFORCE PAYMENT OF ANY ACCOUNTS, TO
PROSECUTE ANY ACTION OR PROCEEDING WITH RESPECT TO ACCOUNTS, TO EXTEND THE TIME
OF PAYMENT OF ANY AND ALL ACCOUNTS, TO MAKE ALLOWANCES AND ADJUSTMENTS WITH
RESPECT THERETO AND TO ISSUE CREDITS IN THE NAME OF COLLATERAL AGENT OR
BORROWER;
79
(I)
TO CAUSE COLLATERAL AGENT TO SETTLE, COMPROMISE, EXTEND, RENEW,
RELEASE, TERMINATE OR DISCHARGE, IN WHOLE OR IN PART, ANY ACCOUNT OR DEAL WITH
THE SAME AS COLLATERAL AGENT MAY DEEM ADVISABLE;
(J)
TO CAUSE COLLATERAL AGENT TO REQUIRE BORROWER TO OPEN ALL MAIL
ONLY IN THE PRESENCE OF A REPRESENTATIVE OF COLLATERAL AGENT, WHO MAY TAKE
THEREFROM ANY REMITTANCE ON COLLATERAL;
(K)
TO CAUSE COLLATERAL AGENT TO CHARGE, SET-OFF AND OTHERWISE APPLY
ALL OR ANY PART OF THE SECURED OBLIGATIONS AGAINST THE DEPOSIT ACCOUNTS, OR ANY
PART THEREOF;
(L)
TO CAUSE COLLATERAL AGENT TO EXERCISE ANY AND ALL RIGHTS AND
REMEDIES OF BORROWER UNDER OR IN CONNECTION WITH ANY ASSIGNED AGREEMENT OR
OTHERWISE IN RESPECT OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND
ALL RIGHTS OF BORROWER TO DEMAND OR OTHERWISE REQUIRE PAYMENT OF ANY AMOUNT
UNDER, OR PERFORMANCE OF ANY PROVISION OF, ANY ASSIGNED AGREEMENT;
(M)
TO CAUSE COLLATERAL AGENT TO ENTER UPON THE PREMISES OF BORROWER OR
ANY OTHER PLACE OR PLACES WHERE THE COLLATERAL IS LOCATED AND KEPT, AND THROUGH
SELF-HELP AND WITHOUT JUDICIAL PROCESS, WITHOUT FIRST OBTAINING A FINAL JUDGMENT
OR GIVING BORROWER NOTICE AND OPPORTUNITY FOR A HEARING ON THE VALIDITY OF
COLLATERAL AGENT'S CLAIM, WITHOUT ANY PRE-SEIZURE HEARING AS A CONDITION TO
REPOSSESSION THROUGH COURT ACTION AND WITHOUT ANY OBLIGATION TO PAY RENT TO
BORROWER, TO REMOVE THE COLLATERAL THEREFROM TO THE PREMISES OF COLLATERAL AGENT
OR OF ANY AGENT OF COLLATERAL AGENT, FOR SUCH TIME AS COLLATERAL AGENT MAY
DESIRE, IN ORDER EFFECTIVELY TO COLLECT OR LIQUIDATE THE COLLATERAL;
(N)
TO CAUSE COLLATERAL AGENT TO REQUIRE BORROWER, UPON THE REQUEST OF
COLLATERAL AGENT, TO ASSEMBLE THE INVENTORY, EQUIPMENT AND ANY OTHER PROPERTY
INCLUDED IN THE COLLATERAL AND MAKE IT AVAILABLE TO COLLATERAL AGENT AT PLACES
WHICH