AND TAKING ANY ACTION AND
EXECUTING ANY INSTRUMENT THAT THE COLLATERAL AGENT MAY DEEM NECESSARY OR
ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS IRREVOCABLE
AND COUPLED WITH AN INTEREST.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE COLLATERAL AGENT SHALL HAVE THE RIGHT, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, WITH FULL POWER OF SUBSTITUTION EITHER IN
THE COLLATERAL AGENT'S NAME OR IN THE NAME OF THE GRANTOR (A) TO RECEIVE,
ENDORSE, ASSIGN AND/OR DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHECKS, DRAFTS,
MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT RELATING TO THE COLLATERAL OR ANY
PART THEREOF; (B) TO DEMAND, COLLECT, RECEIVE PAYMENT OF, GIVE RECEIPT FOR AND
GIVE DISCHARGES AND RELEASES OF ALL OR ANY OF THE COLLATERAL; (C) TO SIGN THE
NAME OF THE GRANTOR ON ANY INVOICE OR BILL OF LADING RELATING TO ANY OF THE
COLLATERAL; (D) TO COMMENCE AND PROSECUTE ANY AND ALL SUITS, ACTIONS OR
PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO
COLLECT OR OTHERWISE REALIZE ON ALL OR ANY OF THE COLLATERAL OR TO ENFORCE ANY
RIGHTS IN RESPECT OF ANY COLLATERAL; (E) TO SETTLE, COMPROMISE, COMPOUND, ADJUST
OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS RELATING TO ALL OR ANY OF THE
COLLATERAL; AND (F) TO USE, SELL, ASSIGN, TRANSFER, PLEDGE, MAKE ANY AGREEMENT
WITH RESPECT TO OR OTHERWISE DEAL WITH ALL OR ANY OF THE COLLATERAL, AND TO DO
ALL OTHER ACTS AND THINGS NECESSARY TO CARRY OUT THE PURPOSES OF THIS AGREEMENT,
AS FULLY AND COMPLETELY AS THOUGH THE COLLATERAL AGENT WERE THE ABSOLUTE OWNER
OF THE COLLATERAL FOR ALL PURPOSES; PROVIDED, HOWEVER, THAT NOTHING HEREIN
CONTAINED SHALL BE CONSTRUED AS REQUIRING OR OBLIGATING THE COLLATERAL AGENT TO
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MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF
ANY PAYMENT RECEIVED BY THE COLLATERAL AGENT, OR TO PRESENT OR FILE ANY CLAIM OR
NOTICE, OR TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF
OR THE MONEYS DUE OR TO BECOME DUE IN RESPECT THEREOF OR ANY PROPERTY COVERED
THEREBY.
THE COLLATERAL AGENT AND THE SECURED PARTY SHALL BE ACCOUNTABLE ONLY
FOR AMOUNTS ACTUALLY RECEIVED AS A RESULT OF THE EXERCISE OF THE POWERS GRANTED
TO THEM HEREIN, AND NEITHER THEY NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS SHALL BE RESPONSIBLE TO THE GRANTOR FOR ANY ACT OR FAILURE TO ACT
HEREUNDER, EXCEPT FOR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 4.08. APPLICABLE LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 4.09. WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY BY THE COLLATERAL
AGENT OR THE SECURED PARTY IN EXERCISING ANY RIGHT OR POWER HEREUNDER OR UNDER
THE LOAN PROCEEDS NOTE SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE
OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY ABANDONMENT OR
DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,