POWER TO BE DEEMED COUPLED
WITH AN INTEREST):
(A) ENDORSE THE NAME OF SUCH BORROWER UPON ANY AND ALL
CHECKS, DRAFTS, MONEY ORDERS AND OTHER INSTRUMENTS FOR THE PAYMENT OF MONIES
THAT ARE PAYABLE TO SUCH BORROWER AND CONSTITUTE COLLECTIONS ON THE COLLATERAL;
(B) EXECUTE IN THE NAME OF SUCH BORROWER ANY FINANCING STATEMENTS, SCHEDULES,
ASSIGNMENTS, INSTRUMENTS, DOCUMENTS AND STATEMENTS THAT SUCH BORROWER IS
OBLIGATED TO GIVE LENDER HEREUNDER OR IS NECESSARY TO PERFECT LENDER'S SECURITY
INTEREST OR LIEN IN THE COLLATERAL; (C) TO VERIFY VALIDITY, AMOUNT OR ANY OTHER
MATTER RELATING TO THE COLLATERAL BY MAIL, TELEPHONE, TELECOPY OR OTHERWISE; AND
(D) UPON AND AFTER THE OCCURRENCE OF AN UNMATURED EVENT OF DEFAULT OR EVENT OF
DEFAULT, DO SUCH OTHER AND FURTHER ACTS AND DEEDS IN THE NAME OF SUCH BORROWER
THAT LENDER MAY REASONABLY DEEM NECESSARY OR DESIRABLE TO ENFORCE ITS RIGHT WITH
RESPECT TO ANY COLLATERAL.
3.09
[RESERVED].
3.10
LIMITED LICENSE.
REGARDLESS OF WHETHER LENDER'S
SECURITY INTERESTS IN ANY OF THE GENERAL INTANGIBLES HAS ATTACHED OR IS
PERFECTED, EACH BORROWER HEREBY IRREVOCABLY GRANTS TO LENDER A ROYALTY-FREE,
NON-EXCLUSIVE LICENSE TO USE SUCH BORROWER'S TRADEMARKS, COPYRIGHTS, PATENTS AND
OTHER PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, IN CONNECTION WITH THE
ADVERTISEMENT FOR SALE, AND THE SALE OR OTHER DISPOSITION OF, ANY COLLATERAL BY,
OR ON BEHALF OF, LENDER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
3.11
CREDIT BALANCES; ADDITIONAL COLLATERAL.
(A)
THE RIGHTS AND SECURITY INTERESTS GRANTED TO
THE LENDER HEREUNDER SHALL CONTINUE IN FULL FORCE AND EFFECT, NOTWITHSTANDING
THE TERMINATION OF THIS AGREEMENT OR THE FACT THAT THE REVOLVING LOANS MAY FROM
TIME TO TIME BE TEMPORARILY IN A CREDIT POSITION, UNTIL THE TERMINATION OF THIS
AGREEMENT AND THE FULL AND FINAL PAYMENT AND SATISFACTION OF THE OBLIGATIONS.
ANY RESERVES OR BALANCES TO THE CREDIT OF THE BORROWERS, AND ANY OTHER PROPERTY
OF THE BORROWERS (OR ANY OF THEM) IN THE POSSESSION OF LENDER, MAY BE HELD BY
LENDER, AND APPLIED IN WHOLE OR PARTIAL SATISFACTION OF SUCH OBLIGATIONS WHEN
DUE, SUBJECT TO THE TERMS OF THIS AGREEMENT.
THE LIENS AND SECURITY INTERESTS
GRANTED TO LENDER HEREIN AND ANY OTHER LIEN OR SECURITY INTEREST WHICH LENDER
MAY HAVE IN ANY OTHER ASSETS OF THE BORROWERS SECURE PAYMENT AND PERFORMANCE OF
ALL PRESENT AND FUTURE OBLIGATIONS.
(B)
NOTWITHSTANDING LENDER'S SECURITY INTERESTS
IN THE COLLATERAL, TO THE EXTENT THAT THE OBLIGATIONS ARE NOW OR HEREAFTER
SECURED BY ANY ASSETS OR PROPERTY OTHER THAN THE COLLATERAL, OR BY THE GUARANTY,
ENDORSEMENT, ASSETS OR PROPERTY OF ANY OTHER PERSON, LENDER SHALL HAVE THE RIGHT
IN ITS SOLE DISCRETION TO DETERMINE WHICH RIGHTS, SECURITY, LIENS, SECURITY
INTERESTS OR REMEDIES LENDER SHALL AT ANY TIME PURSUE, FORECLOSE UPON,
RELINQUISH, SUBORDINATE, MODIFY OR TAKE ANY OTHER ACTION WITH RESPECT TO,
WITHOUT IN ANY WAY MODIFYING OR AFFECTING ANY OF SUCH RIGHTS, SECURITY, LIENS,
SECURITY INTERESTS OR REMEDIES, OR ANY OF LENDERS' RIGHTS UNDER THIS AGREEMENT
3.12
REFERENCE TO OTHER LOAN DOCUMENTS.
REFERENCE IS
HEREBY MADE TO THE OTHER LOAN DOCUMENTS FOR ADDITIONAL REPRESENTATIONS,
COVENANTS AND