GIVE ACQUITTANCE AND RECEIPTS FOR MONIES DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL;
(C)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
THAT SECURED PARTY MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF ANY OF
THE COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF SECURED PARTY WITH RESPECT
TO ANY OF THE COLLATERAL;
(D)
TO PAY OR DISCHARGE TAXES OR LIENS, LEVIED OR PLACED UPON OR
THREATENED AGAINST THE COLLATERAL, THE LEGALITY OR VALIDITY THEREOF AND THE
AMOUNTS NECESSARY TO DISCHARGE THE SAME TO BE DETERMINED BY SECURED PARTY IN ITS
SOLE DISCRETION, AND SUCH PAYMENTS MADE BY SECURED PARTY TO BECOME OBLIGATIONS
OF SUCH DEBTOR, DUE AND PAYABLE IMMEDIATELY WITHOUT DEMAND AND SECURED BY THE
SECURITY INTERESTS; AND
(E)
GENERALLY TO SELL, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH
RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY
AS THOUGH SECURED PARTY WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO
DO, AT SECURED PARTY'S OPTION AND SUCH DEBTOR'S EXPENSE, AT ANY TIME OR FROM
TIME TO TIME, ALL ACTS AND THINGS THAT SECURED PARTY DEEMS NECESSARY TO PROTECT,
PRESERVE OR REALIZE UPON THE COLLATERAL.
Neither Secured Party nor any Person designated by Secured Party shall be liable
for any acts or omissions or for any error of judgment or mistake of fact or law
other than as a result of Secured Party's or such Person's gross negligence or
willful misconduct.
This power, being coupled with an interest, is irrevocable
so long as this Agreement shall remain in force.
SECTION 8. TRANSFERS AND OTHER LIENS
With respect to each Debtor, such Debtor shall not without Secured Party's prior
written consent:
(A)
SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE
DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, ANY OF THE COLLATERAL, EXCEPT
FOR THE BANK FACILITY LIENS.
(B)
CREATE OR SUFFER TO EXIST ANY LIEN, SECURITY INTEREST OR OTHER
CHARGE OR ENCUMBRANCE UPON OR WITH RESPECT TO ANY OF THE COLLATERAL EXCEPT FOR
THE SECURITY INTERESTS AND THE BANK FACILITY LIENS.
9
SECTION 9. REMEDIES
(A)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
SECURED PARTY MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN ADDITION TO ALL
OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT, ALL
THE RIGHTS AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER THE UCC (WHETHER OR
NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL).
EACH DEBTOR AGREES THAT, TO
THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN DAYS NOTICE TO
SUCH DEBTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
AT ANY
SALE OF THE COLLATERAL, IF PERMITTED BY LAW, SECURED PARTY MAY BID (WHICH BID
MAY BE, IN WHOLE OR IN PART, IN THE FORM OF CANCELLATION OF INDEBTEDNESS) FOR
THE PURCHASE OF