IS REQUIRED BY LAW IN A PARTICULAR
INSTANCE, SUCH NOTICE SHALL BE DEEMED COMMERCIALLY REASONABLE IF GIVEN (IN THE
MANNER SPECIFIED IN SECTION 11 BELOW) AT LEAST TEN (10) CALENDAR DAYS PRIOR TO
THE DATE OF INTENDED DISPOSITION OR OTHER ACTION.
6.
AMENDMENTS, MODIFICATIONS,
INTERCREDITOR AGREEMENTS, ETC.
THIS AGREEMENT AND THE RIGHTS OF THE SECURED
PARTY HEREUNDER CAN BE WAIVED, MODIFIED, AMENDED, TERMINATED OR DISCHARGED, AND
THE SECURITY INTEREST CAN BE RELEASED OR SUBORDINATED, ONLY EXPLICITLY IN A
WRITING SIGNED BY THE SECURED PARTY.
A WAIVER SIGNED BY THE SECURED PARTY SHALL
BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE GIVEN.
MERE
DELAY OR FAILURE TO ACT SHALL NOT PRECLUDE THE EXERCISE OR ENFORCEMENT OF ANY OF
THE SECURED PARTY'S RIGHTS OR REMEDIES.
7.
POWER OF ATTORNEY.
GRANTOR HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS THE SECURED PARTY IMMEDIATELY UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, AND AT ANY TIME
THEREAFTER, TO MAKE, CONSTITUTE AND APPOINT ANY OFFICER OR AGENT OF THE SECURED
PARTY, AS THE SECURED PARTY MAY SELECT IN ITS EXCLUSIVE DISCRETION, AS THE
GRANTOR'S TRUE AND LAWFUL ATTORNEYS-IN-FACT, WITH THE FULL IRREVOCABLE POWER AND
AUTHORITY IN THE PLACE AND STEAD OF THE GRANTOR OR IN THE SECURED PARTY'S OWN
NAME TO TAKE ANY AND ALL NECESSARY OR DESIRABLE ACTION FOR THE PURPOSE OF
CARRYING OUT THIS AGREEMENT INCLUDING, WITHOUT LIMITATION ON THE GENERALITY OF
THE FOREGOING, THE FULL AND IRREVOCABLE POWER AND AUTHORITY (BUT NOT THE DUTY),
WITHOUT NOTICE TO OR ASSENT OF THE GRANTOR, (I) TO ENDORSE THE GRANTOR'S NAME
ON, FILE WITH ANY APPROPRIATE FEDERAL OR LOCAL AGENCY OR AUTHORITY, AND
PROSECUTE ALL APPLICATIONS, REGISTRATIONS, TRANSFER APPLICATIONS, TRADEMARKS,
PATENTS, COPYRIGHTS, PATENTABLE INVENTIONS AND PROCESSES, RECORDATIONS,
DOCUMENTS, PAPERS AND INSTRUMENTS NECESSARY FOR THE SECURED PARTY TO USE AND
COLLECT ON ANY OF THE COLLATERAL, (II) TO GRANT OR ISSUE ANY EXCLUSIVE OR
NONEXCLUSIVE LICENSE UNDER THE COLLATERAL TO ANY THIRD PERSON, (III) TO TAKE
SUCH OTHER ACTION NECESSARY OR DESIRABLE FOR THE SECURED PARTY TO ABSOLUTELY
ASSIGN, PLEDGE, PERFECT, CONVEY OR OTHERWISE TRANSFER TITLE IN OR DISPOSE OF THE
COLLATERAL TO ANY THIRD PERSON OR OTHERWISE, (IV) TO PERFORM THE AGREEMENTS AND
OBLIGATIONS OF THE GRANTOR UNDER SECTION 2 OF THIS AGREEMENT; AND (V) TO BRING
SUIT IN ITS OWN NAME OR IN THE NAME OF THE GRANTOR TO ENFORCE OR PROTECT ANY
RIGHTS OF THE GRANTOR OR THE SECURED PARTY IN THE COLLATERAL.
THE GRANTOR
HEREBY RATIFIES ALL THAT SUCH ATTORNEYS SHALL LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
THIS POWER OF ATTORNEY SHALL BE IRREVOCABLE FOR THE LIFE OF THIS
AGREEMENT AND SHALL BE COUPLED WITH AN INTEREST.
6
8.
MARSHALLING.
THE SECURED PARTY WILL
NOT BE REQUIRED TO MARSHAL ANY PRESENT OR FUTURE COLLATERAL SECURITY (INCLUDING
BUT NOT LIMITED TO THE COLLATERAL) FOR, OR OTHER ASSURANCES OF PAYMENT OF, THE
SECURED OBLIGATIONS OR ANY OF THEM OR TO RESORT TO SUCH COLLATERAL SECURITY OR
OTHER GUARANTY OR ASSURANCES OF PAYMENT IN ANY PARTICULAR