AND ALL MONEYS DUE OR TO
BECOME DUE THEREUNDER DIRECTLY TO THE SECURITY AGENT OR AS THE SECURITY AGENT
SHALL DIRECT; (B) TO ASK OR DEMAND FOR, COLLECT, RECEIVE PAYMENT OF AND RECEIPT
FOR, ANY AND ALL MONEYS, CLAIMS AND OTHER AMOUNTS DUE OR TO BECOME DUE AT ANY
TIME IN RESPECT OF OR ARISING OUT OF ANY COLLATERAL; (C) TO SIGN AND ENDORSE ANY
INVOICES, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION
WITH ANY OF THE COLLATERAL; (D) TO 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 THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT
OF ANY COLLATERAL; (E) TO DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST
FSAM WITH RESPECT TO ANY COLLATERAL; (F) TO SETTLE, COMPROMISE OR ADJUST ANY
SUIT, ACTION OR PROCEEDING DESCRIBED IN CLAUSE (E) ABOVE AND, IN CONNECTION
THEREWITH, TO GIVE SUCH DISCHARGES OR RELEASES AS THE SECURITY AGENT MAY DEEM
APPROPRIATE; AND (G) GENERALLY, TO 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 SECURITY AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL
PURPOSES, AND TO DO, AT THE OPTION OF THE SECURITY AGENT AND AT FSAM'S EXPENSE,
AT ANY TIME, AND FROM TIME TO TIME, ALL ACTS AND THINGS THAT THE SECURITY AGENT
DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE COLLATERAL AND THE
SECURITY AGENT'S LIENS THEREON AND TO EFFECT THE INTENT OF THE LENDER
AGREEMENTS, ALL AS FULLY AND EFFECTIVELY AS FSAM MIGHT DO; AND
(b)
FSAM hereby ratifies all that said attorneys
shall lawfully do or cause to be done by virtue hereof.
(C)
IF THE SENIOR LIEN RELEASE DATE HAS
OCCURRED AND AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING WITH RESPECT TO
EITHER CREDIT AGREEMENT, FSAM ALSO AUTHORIZES THE SECURITY AGENT, AT ANY TIME
AND FROM TIME TO TIME, TO EXECUTE, IN CONNECTION WITH ANY SALE OF COLLATERAL,
ANY ENDORSEMENTS, ASSIGNMENTS, STOCK POWERS OR OTHER INSTRUMENTS OF CONVEYANCE
OR TRANSFER WITH RESPECT TO THE COLLATERAL.
(D)
NOTWITHSTANDING THE FOREGOING, THE POWERS
CONFERRED ON THE SECURITY AGENT, (I) ON BEHALF OF THE LENDERS WITH RESPECT TO
THE FIRST CREDIT AGREEMENT AND (II) ON BEHALF OF DCL WITH RESPECT TO THE SECOND
CREDIT AGREEMENT, AND ITS OFFICERS AND AFFILIATES ARE SOLELY TO PROTECT THE
LENDERS' INTERESTS IN THE COLLATERAL IN ORDER TO SATISFY THE LENDER OBLIGATIONS,
SHALL NOT BE USED FOR ANY OTHER PURPOSE, AND SHALL NOT IMPOSE ANY DUTY UPON THE
SECURITY AGENT TO EXERCISE ANY SUCH POWERS.
EACH LENDER SHALL BE ACCOUNTABLE
ONLY FOR AMOUNTS THAT IT ACTUALLY RECEIVES AS A RESULT OF THE EXERCISE OF SUCH
POWERS, AND NO LENDER NOR ANY OF ITS OFFICERS, DIRECTORS, OR EMPLOYEES SHALL BE
RESPONSIBLE TO FSAM FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR ITS OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(E)
ALL POWERS, AUTHORIZATIONS AND AGENCIES
HEREIN CONTAINED WITH