CONSTITUTING COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF
SECURED PARTY.
SECTION 6
FURTHER ACTS.
ON A CONTINUING BASIS, GRANTOR SHALL MAKE,
EXECUTE, ACKNOWLEDGE AND DELIVER, AND FILE AND RECORD IN THE PROPER FILING AND
RECORDING PLACES, ALL SUCH INSTRUMENTS AND DOCUMENTS, AND TAKE ALL SUCH ACTION
AS MAY BE REASONABLY REQUESTED BY SECURED PARTY TO PERFECT THE SECURITY INTEREST
GRANTED HEREBY OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE SECURED PARTY TO
EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO THE
COLLATERAL, INCLUDING ANY DOCUMENTS FOR FILING WITH THE PTO AND/OR ANY
APPLICABLE STATE OFFICE.
SECURED PARTY MAY RECORD THIS AGREEMENT, AN ABSTRACT
THEREOF, OR ANY OTHER DOCUMENT DESCRIBING SECURED PARTY'S INTEREST IN THE
COLLATERAL WITH THE PTO, AT THE EXPENSE OF GRANTOR.
SECTION 7
[RESERVED]
SECTION 8
AUTHORIZATION; SECURED PARTY APPOINTED ATTORNEY-IN-FACT.
SECURED PARTY SHALL HAVE THE RIGHT TO, IN THE NAME OF GRANTOR, OR IN THE NAME OF
SECURED PARTY OR OTHERWISE, UPON NOTICE TO BUT WITHOUT THE REQUIREMENT OF ASSENT
BY GRANTOR, AND GRANTOR HEREBY CONSTITUTES AND APPOINTS SECURED PARTY (AND ANY
OF SECURED PARTY'S OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY SECURED PARTY) AS
GRANTOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER AND AUTHORITY TO:
(I) SIGN AND FILE ANY OF THE FINANCING STATEMENTS AND OTHER DOCUMENTS AND
INSTRUMENTS WHICH MUST BE EXECUTED OR FILED TO PERFECT OR CONTINUE PERFECTED,
MAINTAIN THE PRIORITY OF OR PROVIDE NOTICE OF SECURED PARTY'S SECURITY INTEREST
IN THE COLLATERAL; AND (II) EXECUTE ANY AND ALL SUCH OTHER DOCUMENTS AND
INSTRUMENTS, AND DO ANY AND ALL ACTS AND THINGS FOR AND ON BEHALF OF GRANTOR,
WHICH SECURED PARTY MAY DEEM
6
REASONABLY NECESSARY OR ADVISABLE TO MAINTAIN, PROTECT, REALIZE UPON AND
PRESERVE THE COLLATERAL AND SECURED PARTY'S SECURITY INTEREST THEREIN AND TO
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.
SECURED PARTY AGREES THAT, EXCEPT
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IT SHALL NOT EXERCISE
THE POWER OF ATTORNEY, OR ANY RIGHTS GRANTED TO SECURED PARTY, PURSUANT TO
CLAUSE (II).
THE FOREGOING POWER OF ATTORNEY IS COUPLED WITH AN INTEREST AND
IRREVOCABLE SO LONG AS THE OBLIGATIONS HAVE NOT BEEN PAID AND PERFORMED IN
FULL.
GRANTOR HEREBY RATIFIES, TO THE EXTENT PERMITTED BY LAW, ALL THAT SECURED
PARTY SHALL LAWFULLY AND IN GOOD FAITH DO OR CAUSE TO BE DONE BY VIRTUE OF AND
IN COMPLIANCE WITH THIS SECTION 8.
SECTION 9
EVENTS OF DEFAULT.
ANY OF THE FOLLOWING EVENTS WHICH SHALL
OCCUR AND BE CONTINUING SHALL CONSTITUTE AN "EVENT OF DEFAULT":
(A)
AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING UNDER THE CREDIT
AGREEMENT.
(B)
GRANTOR SHALL (I) LIQUIDATE, WIND UP OR DISSOLVE (OR SUFFER ANY
LIQUIDATION, WIND-UP OR DISSOLUTION), EXCEPT TO THE EXTENT EXPRESSLY PERMITTED
BY THE CREDIT AGREEMENT, (II) SUSPEND ITS OPERATIONS OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS, OR (III) TAKE ANY ACTION TO AUTHORIZE ANY OF THE ACTIONS OR
EVENTS SET FORTH ABOVE IN THIS SUBSECTION (B).
(C)
ANY MATERIAL IMPAIRMENT IN THE VALIDITY OR PRIORITY OF SECURED