OF SUCH BORROWER'S OR GUARANTOR'S RIGHTS AND REMEDIES TO
COLLECT ANY COLLATERAL, (IV) SELL OR ASSIGN ANY COLLATERAL UPON SUCH TERMS, FOR
SUCH AMOUNT AND AT SUCH TIME OR TIMES AS THE AGENT DEEMS ADVISABLE, (V) SETTLE,
ADJUST, COMPROMISE, EXTEND OR RENEW ANY OF THE COLLATERAL, (VI) DISCHARGE AND
RELEASE ANY COLLATERAL, (VII) PREPARE, FILE AND SIGN SUCH BORROWER'S OR
GUARANTOR'S NAME ON ANY PROOF OF CLAIM IN BANKRUPTCY OR OTHER SIMILAR DOCUMENT
AGAINST AN ACCOUNT DEBTOR OR OTHER OBLIGOR IN RESPECT OF ANY COLLATERAL, (VIII)
NOTIFY THE POST OFFICE AUTHORITIES TO CHANGE THE ADDRESS FOR DELIVERY OF
REMITTANCES FROM ACCOUNT DEBTORS OR OTHER OBLIGORS IN RESPECT OF COLLATERAL TO
AN ADDRESS DESIGNATED BY AGENT, AND OPEN AND DISPOSE OF ALL MAIL ADDRESSED TO
SUCH BORROWER OR GUARANTOR AND HANDLE AND STORE ALL MAIL RELATING TO THE
COLLATERAL; AND (IX) DO ALL ACTS AND THINGS WHICH ARE NECESSARY, IN AGENT'S
DETERMINATION, TO FULFILL SUCH BORROWER'S OR GUARANTOR'S OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS AND (B) AT ANY TIME AFTER A CASH
DOMINION EVENT TO (I) TAKE CONTROL IN ANY MANNER OF ANY ITEM OF PAYMENT
CONSTITUTING
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COLLATERAL OR OTHERWISE RECEIVED IN OR FOR DEPOSIT IN THE BLOCKED ACCOUNTS AND
(II) HAVE ACCESS TO ANY LOCKBOX OR POSTAL BOX INTO WHICH REMITTANCES FROM
ACCOUNT DEBTORS OR OTHER OBLIGORS IN RESPECT OF COLLATERAL ARE SENT OR RECEIVED
IF A CASH DOMINION EVENT HAS OCCURRED, AND (C) AT ANY TIME TO (I) TAKE CONTROL
OF ANY ITEM OF PAYMENT CONSTITUTING COLLATERAL THAT IS RECEIVED BY AGENT OR ANY
LENDER, (II) ENDORSE SUCH BORROWER'S OR GUARANTOR'S NAME UPON ANY ITEMS OF
PAYMENT IN RESPECT OF COLLATERAL RECEIVED BY AGENT AND ANY LENDER AND DEPOSIT
THE SAME IN AGENT'S ACCOUNT FOR APPLICATION TO THE OBLIGATIONS, (III) ENDORSE
SUCH BORROWER'S OR GUARANTOR'S NAME UPON ANY CHATTEL PAPER, DOCUMENT,
INSTRUMENT, INVOICE, OR SIMILAR DOCUMENT OR AGREEMENT RELATING TO ANY RECEIVABLE
OR ANY GOODS PERTAINING THERETO OR ANY OTHER COLLATERAL, INCLUDING ANY WAREHOUSE
OR OTHER RECEIPTS, OR BILLS OF LADING AND OTHER NEGOTIABLE OR NON-NEGOTIABLE
DOCUMENTS, (IV) CLEAR INVENTORY THE PURCHASE OF WHICH WAS FINANCED WITH A LETTER
OF CREDIT THROUGH U.S. CUSTOMS OR FOREIGN EXPORT CONTROL AUTHORITIES IN SUCH
BORROWER'S OR GUARANTOR'S NAME, AGENT'S NAME OR THE NAME OF AGENT'S DESIGNEE,
AND TO SIGN AND DELIVER TO CUSTOMS OFFICIALS POWERS OF ATTORNEY IN SUCH
BORROWER'S OR GUARANTOR'S NAME FOR SUCH PURPOSE, AND TO COMPLETE IN SUCH
BORROWER'S OR GUARANTOR'S OR AGENT'S NAME, ANY ORDER, SALE OR TRANSACTION,
OBTAIN THE NECESSARY DOCUMENTS IN CONNECTION THEREWITH AND COLLECT THE PROCEEDS
THEREOF, AND (V) SIGN SUCH BORROWER'S OR GUARANTOR'S NAME ON ANY VERIFICATION OF
AMOUNTS OWING CONSTITUTING COLLATERAL AND NOTICES THEREOF TO ACCOUNT DEBTORS OR
ANY SECONDARY OBLIGORS OR OTHER OBLIGORS IN RESPECT THEREOF.
EACH BORROWER AND
GUARANTOR HEREBY RELEASES AGENT AND LENDERS AND THEIR RESPECTIVE OFFICERS,
EMPLOYEES AND DESIGNEES FROM ANY LIABILITIES ARISING FROM ANY ACT OR ACTS UNDER
THIS POWER OF ATTORNEY AND IN FURTHERANCE THEREOF, WHETHER OF OMISSION OR
COMMISSION, EXCEPT AS