IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO COLLECT THE COLLATERAL OR
ANY PORTION THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF ANY COLLATERAL;
(IX)
DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST SUCH
PLEDGOR WITH RESPECT TO ANY COLLATERAL;
(X)
SETTLE, COMPROMISE OR ADJUST ANY SUCH SUIT, ACTION OR PROCEEDING
AND, IN CONNECTION THEREWITH, GIVE SUCH DISCHARGES OR RELEASES AS THE COLLATERAL
AGENT MAY DEEM APPROPRIATE;
(XI)
ASSIGN ANY COPYRIGHT, PATENT OR TRADEMARK (ALONG WITH THE
GOODWILL OF THE BUSINESS TO WHICH ANY SUCH TRADEMARK PERTAINS), THROUGHOUT THE
WORLD FOR SUCH TERM OR TERMS, ON SUCH CONDITIONS, AND IN SUCH MANNER, AS THE
COLLATERAL AGENT SHALL IN ITS SOLE DISCRETION DETERMINE; AND
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(XII)
GENERALLY, SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH
RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY
AS THOUGH THE COLLATERAL AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES,
AND DO, AT THE COLLATERAL AGENT'S OPTION AND SUCH PLEDGOR'S EXPENSE (INCLUDING
REASONABLE ATTORNEYS' FEES), AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND
THINGS WHICH THE COLLATERAL AGENT DEEMS NECESSARY TO PROTECT, PRESERVE OR
REALIZE UPON THE COLLATERAL AND THE COLLATERAL AGENT'S SECURITY INTERESTS
THEREIN AND TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY
AS SUCH PLEDGOR MIGHT DO.
(B)
IF ANY PLEDGOR FAILS TO PERFORM OR COMPLY WITH ANY OF ITS
AGREEMENTS CONTAINED HEREIN OR IN ANY CONTRACT INCLUDED IN THE COLLATERAL, THE
COLLATERAL AGENT, AT ITS OPTION, BUT WITHOUT ANY OBLIGATION SO TO DO, MAY
PERFORM OR COMPLY, OR OTHERWISE CAUSE PERFORMANCE OR COMPLIANCE, WITH SUCH
AGREEMENT.
(C)
THE EXPENSES OF THE COLLATERAL AGENT INCURRED IN CONNECTION WITH
ACTIONS UNDERTAKEN AS PROVIDED IN THIS SECTION 7.1, TOGETHER WITH INTEREST
THEREON AT A RATE PER ANNUM EQUAL TO 2% PER MONTH FROM THE DATE OF PAYMENT BY
THE COLLATERAL AGENT TO THE DATE REIMBURSED BY THE RELEVANT PLEDGOR, SHALL BE
PAYABLE BY SUCH PLEDGOR TO THE COLLATERAL AGENT ON DEMAND.
(D)
EACH PLEDGOR HEREBY RATIFIES ALL THAT SAID ATTORNEYS SHALL
LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. ALL POWERS, AUTHORIZATIONS AND
AGENCIES CONTAINED IN THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE
IRREVOCABLE UNTIL THIS AGREEMENT IS TERMINATED AND THE SECURITY INTERESTS
CREATED HEREBY ARE RELEASED.
7.2
Duties of Collateral Agent. (a)
The Collateral Agent's sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account.
(B)
NONE OF THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY OR ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR
FAILURE TO DEMAND, COLLECT OR REALIZE UPON ANY OF THE COLLATERAL OR FOR ANY
DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE
OF ANY COLLATERAL UPON THE