FOR, COMPROMISE, SETTLE AND SUE FOR MONIES DUE IN RESPECT OF THE COLLATERAL; AND
(V) GENERALLY, TO DO, AT THE OPTION OF THE SECURED PARTIES, AND AT THE
BORROWER'S EXPENSE, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH
THE SECURED PARTIES DEEM NECESSARY TO PROTECT, PRESERVE AND REALIZE UPON THE
COLLATERAL AND THE SECURITY INTEREST GRANTED THEREIN, IN ORDER TO EFFECT THE
INTENT OF THIS AGREEMENT AND THE DEBENTURES, ALL AS FULLY AND EFFECTUALLY AS THE
BORROWER MIGHT OR COULD DO; AND THE BORROWER HEREBY RATIFIES ALL THAT SAID
ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
THIS POWER OF
ATTORNEY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE FOR THE TERM OF
THIS AGREEMENT AND THEREAFTER AS LONG AS ANY OF THE OBLIGATIONS SHALL BE
OUTSTANDING.
(B)
ON A CONTINUING BASIS, THE BORROWER WILL
MAKE, EXECUTE, ACKNOWLEDGE, DELIVER, FILE AND RECORD, AS THE CASE MAY BE, WITH
THE PROPER FILING AND RECORDING PLACES IN ANY JURISDICTION, INCLUDING, WITHOUT
LIMITATION, THE JURISDICTIONS INDICATED ON SCHEDULE A, ATTACHED HERETO, ALL SUCH
INSTRUMENTS, AND TAKE ALL SUCH ACTION AS NECESSARY TO PERFECT THE SECURITY
INTEREST GRANTED HEREUNDER AND OTHERWISE TO CARRY OUT THE INTENT AND PURPOSES OF
THIS AGREEMENT, OR FOR ASSURING AND CONFIRMING TO THE SECURED PARTIES THE GRANT
OR PERFECTION OF A FIRST PRIORITY SECURITY INTEREST IN ALL THE COLLATERAL,
SUBJECT TO PERMITTED LIENS.
(C)
THE BORROWER HEREBY IRREVOCABLY APPOINTS
THE SECURED PARTIES AS THE BORROWER'S ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN
THE PLACE AND STEAD OF THE BORROWER AND IN THE NAME OF THE BORROWER, FROM TIME
TO TIME IN THE SECURED PARTIES' DISCRETION, TO FILE, IN ITS SOLE DISCRETION, ONE
OR MORE FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS THERETO, RELATIVE TO
ANY OF THE COLLATERAL.
12.
AGENT.
(A)
ACTIONS
THE AGENT SHALL AT ALL TIMES ACT
UPON AND IN ACCORDANCE WITH WRITTEN INSTRUCTIONS RECEIVED FROM A
TWO-THIRDS-IN-INTEREST (AS DEFINED IN SECTION 15) TIME TO TIME. THE AGENT SHALL
BE DEEMED TO BE AUTHORIZED ON BEHALF OF EACH SECURED PARTY TO ACT ON BEHALF OF
SUCH SECURED PARTY UNDER THIS AGREEMENT AND, IN THE ABSENCE OF WRITTEN
INSTRUCTIONS FROM A TWO-THIRDS-IN-INTEREST (WITH RESPECT TO WHICH THE AGENT
AGREES THAT IT WILL, SUBJECT TO THE LAST TWO SENTENCES OF THIS SECTION, COMPLY,
EXCEPT AS OTHERWISE ADVISED BY COUNSEL), TO EXERCISE SUCH POWERS HEREUNDER AND
THEREUNDER AS ARE SPECIFICALLY DELEGATED TO OR REQUIRED OF THE AGENT BY THE
TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AS MAY BE REASONABLY
INCIDENTAL THERETO.
THE AGENT SHALL HAVE NO DUTY TO ASCERTAIN OR INQUIRE AS TO
THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS OF THIS AGREEMENT BY THE
BORROWER. BY ACCEPTING THEIR DEBENTURES EACH SECURED PARTY SHALL BE DEEMED TO
HAVE AGREED TO INDEMNIFY THE AGENT (WHICH AGREEMENT SHALL SURVIVE ANY
TERMINATION OF SUCH SECURED PARTY' PERCENTAGE), FROM AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER