DESIGNATE; (V) TO RECEIVE AND OPEN EACH GRANTOR'S
MAIL, REMOVE ANY PROCEEDS OF COLLATERAL THEREFROM AND TURN OVER THE BALANCE OF
SUCH MAIL EITHER TO ANY OF THE GRANTORS OR TO ANY TRUSTEE IN BANKRUPTCY OR
RECEIVER OF A GRANTOR, OR OTHER LEGAL REPRESENTATIVE OF A GRANTOR WHOM THE
ADMINISTRATIVE AGENT DETERMINES TO BE THE APPROPRIATE PERSON TO WHOM TO SO TURN
OVER SUCH MAIL; (VI) 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; (VII) TO SETTLE, COMPROMISE, COMPOUND,
ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS RELATING TO ALL OR ANY OF THE
COLLATERAL; (VIII) TO TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO OBTAIN THE
PAYMENT OF ANY LETTER OF CREDIT AND/OR BANKER'S ACCEPTANCE OF WHICH ANY GRANTOR
IS A BENEFICIARY TO THE EXTENT RELATING TO COLLATERAL; (IX) TO REPAIR,
MANUFACTURE, ASSEMBLE, COMPLETE, PACKAGE, DELIVER, ALTER OR SUPPLY GOODS, IF
ANY, NECESSARY TO FULFILL IN WHOLE OR IN PART THE PURCHASE ORDER OF ANY CUSTOMER
OF ANY GRANTOR; (X) TO USE FOR THE PURPOSES PERMITTED BY SECTION 6.01 HEREOF,
ANY OR ALL GENERAL INTANGIBLES OF ANY GRANTOR RELATING TO THE COLLATERAL;
PROVIDED THAT THE ADMINISTRATIVE AGENT'S USE OF SUCH GENERAL INTANGIBLES WILL
COMPLY WITH ALL APPLICABLE LAW; AND (XI) TO USE, SELL, ASSIGN, TRANSFER, PLEDGE,
MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ALL
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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, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS REQUIRING
OR OBLIGATING THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO MAKE ANY
COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT
RECEIVED BY THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY, OR TO PRESENT OR
FILE ANY CLAIM OR NOTICE.
IT IS UNDERSTOOD AND AGREED THAT THE APPOINTMENT OF
THE ADMINISTRATIVE AGENT AS THE AGENT AND ATTORNEY-IN-FACT OF THE GRANTORS FOR
THE PURPOSES SET FORTH ABOVE IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.
(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 5.02,
THE POWER OF THE
ADMINISTRATIVE AGENT TO ACT IN ANY NAME OTHER THAN THE NAME OF THE GRANTOR SHALL
NOT APPLY TO ANY PLEDGED COLLATERAL THAT IS ULC SHARES.
SECTION 5.03
NO OBLIGATION TO ACT.
The Administrative Agent shall not be obligated to do any of the acts or to
exercise any of the powers authorized by Section 5.02, but if the Administrative
Agent elects to do any such act or to exercise any of such powers, it shall not
be accountable for more than it actually receives as a result of such exercise
of power, and shall not be responsible to any