OUT OF ANY COLLATERAL; (C) SIGN AND INDORSE ANY INVOICES,
FREIGHT OR EXPRESS BILLS, BILLS OF LADING, STORAGE OR WAREHOUSE RECEIPTS, DRAFTS
AGAINST DEBTORS, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN
CONNECTION WITH ANY OF THE COLLATERAL; (D) COMMENCE AND PROSECUTE ANY SUITS,
ACTIONS OR PROCEEDINGS AT LAW OR 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
24
ANY COLLATERAL; (E) DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST SUCH
GRANTOR WITH RESPECT TO ANY COLLATERAL; (F) SETTLE, COMPROMISE OR ADJUST ANY
SUCH SUIT, ACTION OR PROCEEDING AND, IN CONNECTION THEREWITH, GIVE SUCH
DISCHARGES OR RELEASES AS THE ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE;
(G) 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 ADMINISTRATIVE
AGENT SHALL IN ITS SOLE DISCRETION DETERMINE, INCLUDING WITHOUT LIMITATION THE
EXECUTION AND FILING OF ANY DOCUMENTS NECESSARY TO EFFECTUATE AND/OR RECORD SUCH
ASSIGNMENT; AND (H) 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 ADMINISTRATIVE AGENT WERE THE ABSOLUTE OWNER THEREOF
FOR ALL PURPOSES, AND DO, AT THE ADMINISTRATIVE AGENT'S OPTION AND SUCH
GRANTOR'S EXPENSE, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH
THE ADMINISTRATIVE AGENT DEEMS NECESSARY OR ADVISABLE TO PROTECT, PRESERVE OR
REALIZE UPON THE COLLATERAL AND THE ADMINISTRATIVE AGENT'S AND THE OTHER SECURED
PARTIES' SECURITY INTERESTS THEREIN AND TO EFFECT THE INTENT OF THIS AGREEMENT,
ALL AS FULLY AND EFFECTIVELY AS SUCH GRANTOR MIGHT DO.
Anything in this Section 6.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 6.1(a) unless an Event of Default shall
be continuing.
(B)
IF ANY GRANTOR FAILS TO PERFORM OR COMPLY WITH ANY OF ITS
AGREEMENTS CONTAINED HEREIN, THE ADMINISTRATIVE AGENT, AT ITS OPTION, BUT
WITHOUT ANY OBLIGATION SO TO DO, UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT MAY PERFORM OR COMPLY, OR OTHERWISE CAUSE PERFORMANCE OR
COMPLIANCE, WITH SUCH AGREEMENT AND SHALL NOTIFY SUCH GRANTOR OF ANY SUCH
PERFORMANCE OR COMPLIANCE.
(C)
THE EXPENSES OF THE ADMINISTRATIVE AGENT INCURRED IN CONNECTION
WITH ACTIONS UNDERTAKEN AS PROVIDED IN THIS SECTION 6.1, TOGETHER WITH INTEREST
THEREON AT A RATE PER ANNUM EQUAL TO THE RATE PER ANNUM AT WHICH INTEREST WOULD
THEN BE PAYABLE ON PAST DUE REVOLVING LOANS THAT ARE BASE RATE LOANS UNDER THE
CREDIT AGREEMENT, FROM THE DATE OF PAYMENT BY THE ADMINISTRATIVE AGENT TO THE
DATE REIMBURSED BY THE RELEVANT GRANTOR, SHALL BE PAYABLE BY SUCH GRANTOR TO THE
ADMINISTRATIVE AGENT ON DEMAND.
(D)
EACH GRANTOR HEREBY RATIFIES ALL THAT SAID ATTORNEYS SHALL
LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. ALL POWERS,