REPAIRS OR ANY INSURANCE CALLED
FOR BY THE TERMS OF THIS AGREEMENT AND TO PAY ALL OR ANY PART OF THE PREMIUMS
THEREFOR AND THE COSTS THEREOF;
(III)
IN THE CASE OF ANY PATENT, TRADEMARK OR COPYRIGHT, TO EXECUTE AND
DELIVER ANY AND ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS THE LENDER
MAY REQUEST TO EVIDENCE THE LENDERS' SECURITY INTEREST IN SUCH PATENT, TRADEMARK
OR COPYRIGHT AND THE GOODWILL AND GENERAL INTANGIBLES OF THE GRANTORS RELATING
THERETO OR REPRESENTED THEREBY;
(IV)
TO EXECUTE, IN CONNECTION WITH ANY SALE PROVIDED FOR IN SECTION 9
HEREOF, ANY ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR
TRANSFER WITH RESPECT TO THE COLLATERAL; AND
(V)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER ANY OF THE
COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO BECOME DUE THEREUNDER
DIRECTLY TO THE SECURED PARTY OR AS THE SECURED PARTY SHALL DIRECT; (B) TO ASK
OR DEMAND FOR, COLLECT, RECEIVE PAYMENT OF AND RECEIPT FOR, ANY AND ALL MONEYS,
CLAIMS AND OTHER AMOUNTS DUE OR TO BECOME DUE AT ANY TIME IN RESPECT OF OR
ARISING OUT OF ANY COLLATERAL; (C) TO SIGN AND ENDORSE ANY INVOICES, FREIGHT OR
EXPRESS BILLS, BILLS OF LADING, STORAGE OR WAREHOUSE RECEIPTS, DRAFTS AGAINST
DEBTORS, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION
WITH ANY OF THE COLLATERAL; (D) TO COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR
PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO
COLLECT THE COLLATERAL OR ANY THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT
OF ANY COLLATERAL; (E) TO DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST
ANY GRANTOR WITH RESPECT TO ANY COLLATERAL; (F) TO SETTLE, COMPROMISE OR ADJUST
ANY SUCH SUIT, ACTION OR PROCEEDING AND, IN CONNECTION THEREWITH, TO GIVE SUCH
DISCHARGES OR RELEASES AS THE SECURED PARTY MAY DEEM APPROPRIATE; AND (G) TO
ASSIGN ANY PATENT OR TRADEMARK (ALONG WITH THE GOODWILL OF THE BUSINESS TO WHICH
ANY SUCH TRADEMARK PERTAINS), THROUGHOUT THE WORLD FOR SUCH TERM OR TERMS, ON
SUCH CONDITIONS, AND IN SUCH MATTER, AS THE LENDER SHALL IN ITS REASONABLE
DISCRETION DETERMINE; AND (H) GENERALLY, TO SELL, TRANSFER, PLEDGE AND MAKE ANY
AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY
AND COMPLETELY AS THOUGH THE SECURED PARTY WERE THE ABSOLUTE OWNER THEREOF FOR
ALL PURPOSES, AND TO DO, AT THE SECURED PARTY'S OPTION AND THE GRANTORS'
EXPENSE, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH THE
SECURED PARTY DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE
COLLATERAL AND THE SECURED PARTY'S, LIENS THEREON FOR THE RATABLE BENEFIT OF THE
SECURED PARTY AND TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND
EFFECTIVELY AS THE GRANTORS MIGHT DO.
12
Anything in this Section 6(a) to the contrary notwithstanding, the Secured Party
agrees that it will not exercise any rights under the power of attorney provided
for in this Section unless an Event of Default has