SUCH INTENDED ABANDONMENT ON BEHALF AND IN THE NAME, PLACE AND
STEAD OF
3
THE DEBTOR (OR, AT THE SECURED PARTY'S OPTION, IN THE SECURED PARTY'S OWN NAME)
AND MAY (BUT NEED NOT) TAKE ANY AND ALL OTHER ACTIONS WHICH THE SECURED PARTY
MAY REASONABLY DEEM NECESSARY TO CURE OR CORRECT SUCH FAILURE OR PREVENT SUCH
INTENDED ABANDONMENT.
(J)
COSTS AND EXPENSES. EXCEPT TO THE EXTENT THAT THE EFFECT OF SUCH
PAYMENT WOULD BE TO RENDER ANY LOAN OR FORBEARANCE OF MONEY USURIOUS OR
OTHERWISE ILLEGAL UNDER ANY APPLICABLE LAW, THE DEBTOR SHALL PAY THE SECURED
PARTY ON DEMAND THE AMOUNT OF ALL MONEYS EXPENDED AND ALL COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY THE SECURED
PARTY IN CONNECTION WITH OR AS A RESULT OF THE SECURED PARTY'S TAKING ACTION
UNDER SUBSECTION (I) OR EXERCISING ITS RIGHTS UNDER SECTION 6, TOGETHER WITH
INTEREST THEREON FROM THE DATE EXPENDED OR INCURRED BY THE SECURED PARTY AT THE
DEFAULT RATE.
(K)
POWER OF ATTORNEY. TO FACILITATE THE SECURED PARTY'S TAKING ACTION
UNDER SUBSECTION (I) AND EXERCISING ITS RIGHTS UNDER SECTION 6, THE DEBTOR
HEREBY IRREVOCABLY APPOINTS (WHICH APPOINTMENT IS COUPLED WITH AN INTEREST) THE
SECURED PARTY, OR ITS DELEGATE, AS THE ATTORNEY-IN-FACT OF THE DEBTOR WITH THE
RIGHT (BUT NOT THE DUTY) FROM TIME TO TIME TO CREATE, PREPARE, COMPLETE,
EXECUTE, DELIVER, ENDORSE OR FILE, IN THE NAME AND ON BEHALF OF THE DEBTOR, ANY
AND ALL INSTRUMENTS, DOCUMENTS, APPLICATIONS, FINANCING STATEMENTS, AND OTHER
AGREEMENTS AND WRITINGS REQUIRED TO BE OBTAINED, EXECUTED, DELIVERED OR ENDORSED
BY THE DEBTOR UNDER THIS SECTION 3, OR, NECESSARY FOR THE SECURED PARTY, AFTER
AN EVENT OF DEFAULT, TO ENFORCE OR USE THE PATENTS OR TRADEMARKS OR TO GRANT OR
ISSUE ANY EXCLUSIVE OR NON-EXCLUSIVE LICENSE UNDER THE PATENTS OR TRADEMARKS TO
ANY THIRD PARTY, OR TO SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE
TRANSFER TITLE IN OR DISPOSE OF THE PATENTS OR TRADEMARKS TO ANY THIRD PARTY.
THE DEBTOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO OR CAUSE TO
BE DONE BY VIRTUE HEREOF. THE POWER OF ATTORNEY GRANTED HEREIN SHALL TERMINATE
UPON THE TERMINATION OF THE CREDIT AGREEMENT AS PROVIDED THEREIN AND THE PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS.
4.
DEBTOR'S USE OF THE PATENTS AND TRADEMARKS. THE DEBTOR SHALL BE
PERMITTED TO CONTROL AND MANAGE THE PATENTS AND TRADEMARKS, INCLUDING THE RIGHT
TO EXCLUDE OTHERS FROM MAKING, USING OR SELLING ITEMS COVERED BY THE PATENTS AND
TRADEMARKS AND ANY LICENSES THEREUNDER, IN THE SAME MANNER AND WITH THE SAME
EFFECT AS IF THIS AGREEMENT HAD NOT BEEN ENTERED INTO, SO LONG AS NO EVENT OF
DEFAULT OCCURS AND REMAINS UNCURED.
5.
EVENTS OF DEFAULT. EACH OF THE FOLLOWING OCCURRENCES SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT (HEREIN CALLED "EVENT OF
DEFAULT"):
(A) AN EVENT OF DEFAULT, AS DEFINED IN THE CREDIT AGREEMENT, SHALL
OCCUR; OR (B) THE DEBTOR SHALL FAIL PROMPTLY TO OBSERVE OR PERFORM ANY COVENANT
OR AGREEMENT HEREIN BINDING ON IT; OR (C)