ANY SUCH INSTRUMENT SHALL NOT REQUIRE THE CONSENT
OF ANY OTHER GRANTOR HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF EACH GRANTOR
HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF
ANY DOMESTIC SUBSIDIARY LOAN PARTY AS A PARTY TO THIS AGREEMENT.
SECTION 6.15.
ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT.
EACH GRANTOR
37
HEREBY APPOINTS THE ADMINISTRATIVE AGENT THE ATTORNEY-IN-FACT OF SUCH GRANTOR
FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY
ACTION AND EXECUTING ANY INSTRUMENT THAT THE ADMINISTRATIVE AGENT MAY DEEM
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS
IRREVOCABLE UNTIL THE PAYMENT IN FULL OF THE CANADIAN SECURED OBLIGATIONS AND
COUPLED WITH AN INTEREST.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE 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 ADMINISTRATIVE AGENT'S NAME OR IN THE NAME OF SUCH GRANTOR (A) TO RECEIVE,
ENDORSE, ASSIGN AND/OR DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHEQUES, 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 ANY GRANTOR ON ANY INVOICE OR BILL OF LADING RELATING TO ANY OF THE
COLLATERAL, (D) TO SEND VERIFICATIONS OF RECEIVABLES TO ANY ACCOUNT DEBTOR,
(E) 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, (F) TO SETTLE, COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY
ACTIONS, SUITS OR PROCEEDINGS RELATING TO ALL OR ANY OF THE COLLATERAL, (G) TO
NOTIFY, OR TO REQUIRE ANY GRANTOR TO NOTIFY, ACCOUNT DEBTORS TO MAKE PAYMENT
DIRECTLY TO THE ADMINISTRATIVE AGENT, AND (H) 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 ADMINISTRATIVE
AGENT WERE THE ABSOLUTE OWNER OF THE COLLATERAL FOR ALL PURPOSES, PROVIDED THAT
NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS REQUIRING OR OBLIGATING THE
ADMINISTRATIVE AGENT TO MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE
NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT AND THE OTHER
SECURED PARTIES 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,