IN ITS REASONABLE DISCRETION DEEMS NECESSARY OR DESIRABLE TO PERFECT AND
TO MAINTAIN THE PERFECTION AND PRIORITY OF THE AGENT'S SECURITY INTEREST IN THE
COLLATERAL, (3) TO CONTACT AND ENTER INTO ONE OR MORE AGREEMENTS WITH THE
ISSUERS OF UNCERTIFICATED SECURITIES WHICH ARE PLEDGED COLLATERAL OR WITH
SECURITIES INTERMEDIARIES HOLDING PLEDGED COLLATERAL AS MAY BE NECESSARY OR
ADVISABLE TO GIVE THE AGENT CONTROL OVER SUCH PLEDGED COLLATERAL (SUBJECT TO THE
TERMS OF THE INTERCREDITOR AGREEMENT), AND (4) TO DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES OR LIENS ON THE COLLATERAL (EXCEPT FOR SUCH LIENS AS
ARE SPECIFICALLY PERMITTED HEREUNDER); (II) AT ANY TIME FOLLOWING THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (1) TO ENDORSE AND COLLECT
ANY CASH PROCEEDS OF THE COLLATERAL AND TO APPLY THE PROCEEDS OF ANY COLLATERAL
RECEIVED BY THE AGENT TO THE SECURED OBLIGATIONS AS PROVIDED HEREIN OR IN THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, SUBJECT TO THE TERMS OF THE
INTERCREDITOR AGREEMENT, (2) TO DEMAND PAYMENT OR ENFORCE PAYMENT OF THE
RECEIVABLES IN THE NAME OF THE AGENT OR ANY GRANTOR AND TO ENDORSE ANY AND ALL
CHECKS, DRAFTS, AND OTHER INSTRUMENTS FOR THE PAYMENT OF MONEY RELATING TO THE
RECEIVABLES, (3) TO SIGN ANY GRANTOR'S NAME ON ANY INVOICE OR BILL OF LADING
RELATING TO THE RECEIVABLES, DRAFTS AGAINST ANY ACCOUNT DEBTOR OF SUCH GRANTOR,
ASSIGNMENTS AND VERIFICATIONS OF RECEIVABLES, (4) TO EXERCISE ALL OF ANY
GRANTOR'S RIGHTS AND REMEDIES WITH RESPECT TO THE COLLECTION OF THE RECEIVABLES
AND ANY OTHER COLLATERAL, (5) TO SETTLE, ADJUST, COMPROMISE, EXTEND OR RENEW THE
RECEIVABLES, (6) TO SETTLE, ADJUST OR COMPROMISE ANY LEGAL PROCEEDINGS BROUGHT
TO COLLECT RECEIVABLES, (7) TO PREPARE, FILE AND SIGN ANY GRANTOR'S NAME ON A
PROOF OF CLAIM IN BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY ACCOUNT DEBTOR OF
SUCH GRANTOR, (8) TO PREPARE, FILE AND SIGN ANY GRANTOR'S NAME ON ANY NOTICE OF
LIEN, ASSIGNMENT OR SATISFACTION OF LIEN OR SIMILAR DOCUMENT IN CONNECTION WITH
THE RECEIVABLES, (9) TO CHANGE THE ADDRESS FOR DELIVERY OF MAIL ADDRESSED TO ANY
GRANTOR TO SUCH ADDRESS AS THE AGENT MAY DESIGNATE AND TO RECEIVE, OPEN AND
DISPOSE OF ALL MAIL ADDRESSED TO SUCH GRANTOR; AND (III) TO DO ALL OTHER ACTS
AND THINGS NECESSARY TO CARRY OUT THE TERMS OF THIS SECURITY AGREEMENT; AND EACH
GRANTOR AGREES TO REIMBURSE THE AGENT ON DEMAND FOR ANY REASONABLE PAYMENT MADE
OR ANY REASONABLE DOCUMENTED EXPENSE INCURRED BY THE AGENT IN CONNECTION WITH
ANY OF THE FOREGOING; PROVIDED THAT, THIS AUTHORIZATION SHALL NOT RELIEVE ANY
GRANTOR OF ANY OF ITS OBLIGATIONS UNDER THIS SECURITY AGREEMENT OR UNDER THE
CREDIT AGREEMENT.
(B)
ALL ACTS OF SAID ATTORNEY OR DESIGNEE ARE
HEREBY RATIFIED AND APPROVED BY THE GRANTORS. THE POWERS CONFERRED ON THE AGENT,
FOR THE BENEFIT OF THE AGENT AND SECURED PARTIES, UNDER THIS SECTION 6.2 ARE
SOLELY TO PROTECT THE AGENT'S INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE
ANY DUTY UPON THE AGENT OR ANY SECURED PARTY TO EXERCISE ANY SUCH POWERS.