OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY ACTION AND
EXECUTING ANY INSTRUMENT THAT THE CANADIAN 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 CANADIAN
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 CANADIAN AGENT'S
NAME OR IN THE NAME OF SUCH GRANTOR (A) TO RECEIVE, ENDORSE, ASSIGN 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 ACCOUNTS RECEIVABLE 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 CANADIAN
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 CANADIAN AGENT WERE THE ABSOLUTE OWNER OF THE
COLLATERAL FOR ALL PURPOSES; PROVIDED THAT NOTHING HEREIN CONTAINED SHALL BE
CONSTRUED AS REQUIRING OR OBLIGATING THE CANADIAN AGENT TO MAKE ANY COMMITMENT
OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED
BY THE CANADIAN 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 CANADIAN
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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, EMPLOYEES OR AGENTS
SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT HEREUNDER,
EXCEPT FOR THEIR OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
SECTION 6.17.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.
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IN WITNESS WHEREOF, the parties hereto have duly