WAREHOUSEMAN, AGENT, PROCESSOR OR OTHER THIRD PARTY AT ANY TIME
(EXCEPT FOR RELOCATIONS OF COLLATERAL WITH AN AGGREGATE FAIR MARKET VALUE NOT TO
EXCEED $250,000 AT ANY TIME, IN THE ORDINARY COURSE OF BUSINESS, INCLUDING,
WITHOUT LIMITATION, FOR TESTING OR EVALUATION PURPOSES) UNLESS SUCH BAILEE OR
OTHER PERSON SHALL HAVE BEEN NOTIFIED OF THE SECURITY
8
INTEREST CREATED BY THIS AGREEMENT (OR, IF REQUIRED UNDER APPLICABLE LAW IN
ORDER TO PERFECT THE SECURED PARTY'S SECURITY INTEREST IN SUCH COLLATERAL, SUCH
BAILEE OR OTHER PERSON SHALL HAVE ACKNOWLEDGED TO THE SECURED PARTY IN WRITING
THAT IT IS HOLDING SUCH COLLATERAL FOR THE BENEFIT OF THE SECURED PARTY AND
SUBJECT TO SUCH SECURITY INTEREST AND TO THE INSTRUCTIONS OF THE SECURED PARTY)
AND THE DEBTOR SHALL HAVE EXERCISED ITS COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN FROM SUCH BAILEE OR OTHER PERSON, AT THE DEBTOR'S SOLE COST AND EXPENSE,
THE WRITTEN ACKNOWLEDGEMENT DESCRIBED ABOVE (IF NOT ALREADY REQUIRED BY
APPLICABLE LAW TO PERFECT THE SECURED PARTY'S SECURITY INTEREST) AND AGREEMENT
TO WAIVE AND RELEASE ANY LIEN (WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE)
IT MAY HAVE WITH RESPECT TO SUCH COLLATERAL, SUCH AGREEMENT TO BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE SECURED PARTY.
4.8
PROTECTION OF SECURITY INTEREST; FURTHER
ASSURANCES.
THE DEBTOR WILL, AT ITS EXPENSE AND IN SUCH MANNER AND FORM AS THE
SECURED PARTY MAY REASONABLY REQUIRE, EXECUTE, DELIVER, FILE AND RECORD ANY
FINANCING STATEMENT, SPECIFIC ASSIGNMENT OR OTHER PAPER, OBTAIN ALL NECESSARY
CONSENTS OF THIRD PARTIES AND TAKE ANY OTHER ACTION THAT MAY BE NECESSARY OR
DESIRABLE, OR THAT THE SECURED PARTY MAY REASONABLY REQUEST, IN ORDER TO CREATE,
PRESERVE, PERFECT OR VALIDATE THE SECURITY INTERESTS GRANTED HEREBY OR TO ENABLE
THE SECURED PARTY TO EXERCISE AND ENFORCE ITS RIGHTS HEREUNDER WITH RESPECT TO
ANY OF THE COLLATERAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DEBTOR
HEREBY AUTHORIZES THE SECURED PARTY TO EXECUTE AND FILE, IN THE NAME OF THE
DEBTOR OR OTHERWISE, UNIFORM COMMERCIAL CODE FINANCING STATEMENTS WHICH THE
SECURED PARTY IN ITS SOLE DISCRETION MAY DEEM NECESSARY OR APPROPRIATE TO
FURTHER PERFECT THE SECURITY INTERESTS.
ARTICLE 5
5.1
GENERAL AUTHORITY.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE DEBTOR HEREBY IRREVOCABLY
APPOINTS THE SECURED PARTY AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF
SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, IN THE NAME OF THE DEBTOR
OR ITS OWN NAME, FOR THE SOLE USE AND BENEFIT OF THE SECURED PARTY, BUT AT THE
DEBTOR'S EXPENSE, AT ANY TIME AND FROM TIME TO TIME, TO TAKE ANY AND ALL
APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH
MAY BE NECESSARY OR DESIRABLE TO CARRY OUT THE TERMS OF THIS AGREEMENT AND,
WITHOUT LIMITING THE FOREGOING, THE DEBTOR HEREBY GIVES THE SECURED PARTY THE
POWER AND RIGHT ON ITS BEHALF, WITHOUT NOTICE TO OR FURTHER ASSENT BY THE DEBTOR
TO DO THE FOLLOWING:
(A)
TO RECEIVE, TAKE, ENDORSE, ASSIGN AND
DELIVER ANY AND ALL CHECKS,