ALL OTHER OBLIGATIONS OF SUCH GRANTING
PARTY AND THE REASONABLE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY THE
COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO COLLECT SUCH DEFICIENCY.
SECTION 7
THE COLLATERAL AGENT
7.1
COLLATERAL AGENT'S APPOINTMENT AS
ATTORNEY-IN-FACT, ETC.
(A)
EACH GRANTING PARTY HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AND ANY AUTHORIZED OFFICER OR
AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND
STEAD OF SUCH GRANTING PARTY AND IN THE NAME OF SUCH GRANTING PARTY OR IN ITS
OWN NAME, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE
ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND
INSTRUMENTS THAT MAY BE REASONABLY NECESSARY OR DESIRABLE TO ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROVIDED
THAT THE COLLATERAL AGENT AGREES NOT TO EXERCISE SUCH POWER EXCEPT UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, AT ANY TIME WHEN AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING (IN EACH CASE TO THE EXTENT PERMITTED BY APPLICABLE
LAW), (X) EACH PLEDGOR HEREBY GIVES THE COLLATERAL AGENT THE POWER AND RIGHT, ON
BEHALF OF SUCH PLEDGOR, WITHOUT NOTICE OR ASSENT BY SUCH PLEDGOR, TO EXECUTE, IN
CONNECTION WITH ANY SALE PROVIDED FOR IN SUBSECTION 6.6(A) OR 6.7, ANY
INDORSEMENTS, ASSESSMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH
RESPECT TO SUCH PLEDGOR'S PLEDGED COLLATERAL, AND (Y) EACH GRANTOR HEREBY GIVES
THE COLLATERAL AGENT THE POWER AND RIGHT, ON BEHALF OF SUCH GRANTOR, WITHOUT
NOTICE TO OR ASSENT BY SUCH GRANTOR, TO DO ANY OR ALL OF THE FOLLOWING:
37
(I)
SUBJECT TO THE TERMS OF ANY
DOCUMENTATION GOVERNING ANY SPECIAL PURPOSE FINANCING, IN THE NAME OF SUCH
GRANTOR OR ITS OWN NAME, OR OTHERWISE, TAKE POSSESSION OF AND INDORSE AND
COLLECT ANY CHECKS, DRAFTS, NOTES, ACCEPTANCES OR OTHER INSTRUMENTS FOR THE
PAYMENT OF MONEYS DUE UNDER ANY ACCOUNT RECEIVABLE OF SUCH GRANTOR THAT
CONSTITUTES COLLATERAL OR WITH RESPECT TO ANY OTHER COLLATERAL OF SUCH GRANTOR
AND FILE ANY CLAIM OR TAKE ANY OTHER ACTION OR INSTITUTE ANY PROCEEDING IN ANY
COURT OF LAW OR EQUITY OR OTHERWISE DEEMED APPROPRIATE BY THE COLLATERAL AGENT
FOR THE PURPOSE OF COLLECTING ANY AND ALL SUCH MONEYS DUE UNDER ANY ACCOUNT
RECEIVABLE OF SUCH GRANTOR THAT CONSTITUTES COLLATERAL OR WITH RESPECT TO ANY
OTHER COLLATERAL OF SUCH GRANTOR WHENEVER PAYABLE;
(II)
IN THE CASE OF ANY COPYRIGHT, PATENT, OR
TRADEMARK CONSTITUTING COLLATERAL OF SUCH GRANTOR, EXECUTE AND DELIVER ANY AND
ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST TO SUCH GRANTOR TO EVIDENCE THE COLLATERAL AGENT'S AND THE
LENDERS' SECURITY INTEREST IN SUCH COPYRIGHT, PATENT, OR TRADEMARK AND THE
GOODWILL AND GENERAL INTANGIBLES OF SUCH GRANTOR RELATING THERETO OR REPRESENTED
THEREBY;
(III)
PAY OR DISCHARGE TAXES AND LIENS, OTHER THAN
LIENS PERMITTED UNDER THIS AGREEMENT