INCLUDE, BUT NOT
> BE LIMITED TO, ALL OF THE BORROWER'S TRADENAMES AND TRADEMARKS AND ANY
> LICENSES OR OTHER RIGHTS BORROWERS HOLD WHICH ARE NECESSARY FOR THE SALE OF
> ANY TRADEMARKED OR COPYRIGHTED INVENTORY) AS REASONABLY NECESSARY FOR THE
> LIQUIDATION OF THE COLLATERAL OR THE EXERCISE OF THE AGENT'S RIGHTS AND
> REMEDIES HEREUNDER.
BORROWERS SHALL BE PROHIBITED FROM SELLING ANY OF ITS
> TRADEMARKS OR TRADENAMES OR ANY OTHER GENERAL INTANGIBLES PRIOR TO COMPLETION
> OF AGENT'S LIQUIDATION OF THE COLLATERAL.
>
>
> (B)
BORROWERS HEREBY AGREE THAT, UPON AN EVENT OF DEFAULT, AGENTS SHALL HAVE
> ALL RIGHTS OF ACCESS TO ALL PROPERTY OF THE BORROWERS ON WHICH COLLATERAL IS
> LOCATED, INCLUDING PROPERTY ON OR IN WHICH BOOKS, RECORDS AND INFORMATION
> RELATING TO THE COLLATERAL OR THE OPERATION OF THE BORROWERS' BUSINESS IS
> STORED AS PROVIDED IN SECTION 5.2 HEREOF.
ARTICLE IX. - AGENT AS BORROWERS' ATTORNEY-IN-FACT:
9.1
APPOINTMENT AS ATTORNEY‐IN‐FACT.
The Borrowers hereby irrevocably constitute and appoint the Agent as the
Borrower's true and lawful attorney, with full power of substitution, following
the occurrence of an Event of Default, to convert the Collateral into cash at
the sole risk, cost, and expense of the Borrowers, but for the ratable benefit
of the Agent. The rights and powers granted the Agent by this appointment
include but are not limited to the right and power to:
> (A)
PROSECUTE, DEFEND, COMPROMISE, OR RELEASE ANY ACTION RELATING TO THE
> COLLATERAL.
>
>
> (B)
SIGN CHANGE OF ADDRESS FORMS TO CHANGE THE ADDRESS TO WHICH THE
> BORROWERS' MAIL IS TO BE SENT TO SUCH ADDRESS AS THE AGENT SHALL DESIGNATE;
> RECEIVE AND OPEN THE BORROWERS' MAIL; REMOVE ANY PROCEEDS OF COLLATERAL
> THEREFROM AND TURN OVER THE BALANCE OF SUCH MAIL EITHER TO THE BORROWERS OR TO
> ANY TRUSTEE IN BANKRUPTCY, RECEIVER, ASSIGNEE FOR THE BENEFIT OF CREDITORS OF
> THE BORROWERS, OR OTHER LEGAL REPRESENTATIVE OF THE BORROWERS WHOM THE AGENT
> DETERMINES TO BE THE APPROPRIATE PERSON TO WHOM TO SO TURN OVER SUCH MAIL.
>
>
> (C)
ENDORSE THE NAME OF THE BORROWERS IN FAVOR OF THE AGENT UPON ANY AND
> ALL CHECKS, DRAFTS, NOTES, ACCEPTANCES, OR OTHER ITEMS OR INSTRUMENTS; SIGN
> AND ENDORSE THE NAME OF THE BORROWERS ON, AND RECEIVE AS SECURED PARTY, ANY OF
> THE COLLATERAL, ANY INVOICES, SCHEDULES OF COLLATERAL, FREIGHT OR EXPRESS
> RECEIPTS, OR BILLS OF LADING, STORAGE RECEIPTS, WAREHOUSE RECEIPTS, OR OTHER
> DOCUMENTS OF TITLE RESPECTIVELY RELATING TO THE COLLATERAL.
>
>
> (D)
SIGN THE BORROWERS' NAME ON ANY PROOF OF CLAIM IN BANKRUPTCY AGAINST
> ACCOUNT DEBTORS OR ANY NOTICES TO ACCOUNT DEBTORS, IN EITHER CASE
HOLDING
> ACCOUNTS WHICH CONSTITUTE PART OF THE COLLATERAL, AND ON NOTICES OF LIEN,
> CLAIMS OF MECHANIC'S LIENS, OR ASSIGNMENTS OR RELEASES OF MECHANIC'S LIENS
> SECURING SUCH ACCOUNTS.
>
>
> (E)
TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO OBTAIN THE PAYMENT