AUTHORITY AT ANY TIME AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT.
ANY PAYMENTS ON US PLEDGED ACCOUNTS WHEN COLLECTED BY GRANTOR AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (I) SHALL BE
FORWITH (AND IN ANY EVENT NO LATER THAN 2 BUSINESS DAYS) DEPOSITED BY GRANTOR IN
THE EXACT FORM RECEIVED, DULY ENDORSED BY GRANTOR TO SECURED PARTY IF REQUIRED,
IN AN ACCOUNT MAINTAINED UNDER THE SOLE DOMINION AND CONTROL OF SECURED PARTY
AND (II) UNTIL SO TURNED OVER, SHALL BE HELD BY GRANTOR IN TRUST FOR SECURED
PARTY, SEGREGATED FROM OTHER FUNDS OF GRANTOR.
EACH SUCH DEPOSIT OF PROCEEDS OF
US PLEDGED ACCOUNTS SHALL BE ACCOMPANIED BY A REPORT INDENTIFYING IN REASONABLE
DETAIL THE NATURE AND SOURCE OF THE PAYMENTS INCLUDED IN THE DEPOSIT.
(G)
THE PARTIES HERETO AGREE THAT, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, SECURED PARTY SHALL APPOINT A THIRD PARTY
ADMINISTRATOR (THE "ADMINISTRATOR") THAT WILL TAKE ANY REMEDIAL OR ENFORCEMENT
ACTION AVAILABLE TO SECURED PARTY PURSUANT TO THIS AGREEMENT OR UNDER APPLICABLE
LAW ON SECURED PARTY'S BEHALF AND AT SECURED PARTY'S SOLE DIRECTION.
FOR THE
AVOIDANCE OF DOUBT, THE PARTIES HERETO AGREE THAT (I) ALIXPARTNERS OR A SIMILAR
ENTITY SHALL BE DEEMED TO BE ACCEPTABLE TO EACH PARTY TO ACT AS ADMINISTRATOR,
(II) BORROWER SHALL NOT BE REQUIRED TO DELIVER ANY INFORMATION TO LENDER TO THE
EXTENT THAT BORROWER REASONABLY BELIEVES THAT DISCLOSURE OF SUCH INFORMATION TO
LENDER IS NOT CONSISTENT WITH, OR IS LIKELY TO VIOLATE, APPLICABLE COMPETITION
LAWS AND (III) BORROWER SHALL BE REQUIRED TO DELIVER SUCH INFORMATION TO THE
ADMINISTRATOR TO THE EXTENT SUCH INFORMATION IS REASONABLY NECESSARY IN
CONNECTION WITH ANY REMEDIAL OR ENFORCEMENT ACTION TAKEN ON BEHALF OF OR AT THE
DIRECTION OF SECURED PARTY BY ADMINISTRATOR; PROVIDED THAT ADMINISTRATOR SHALL
NOT SHARE SUCH INFORMATION WITH LENDER.
6.
POWER OF ATTORNEY.
SUBJECT TO SECTION 5(G), GRANTOR AUTHORIZES
SECURED PARTY AND DOES HEREBY MAKE, CONSTITUTE AND APPOINT SECURED PARTY AND ANY
OFFICER OR AGENT OF SECURED PARTY, WITH FULL POWER OF SUBSTITUTION, AS GRANTOR'S
TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH POWER, IN ITS OWN NAME OR IN THE NAME OF
GRANTOR:
(I) TO ENDORSE ANY NOTES, CHECKS, DRAFTS, MONEY ORDERS, OR OTHER
INSTRUMENTS OF PAYMENT (INCLUDING PAYMENTS PAYABLE UNDER OR IN RESPECT OF ANY
POLICY OF INSURANCE) IN RESPECT OF THE COLLATERAL THAT MAY COME INTO POSSESSION
OF SECURED PARTY; (II) TO PAY OR DISCHARGE ANY TAXES, LIENS, SECURITY INTEREST
OR OTHER ENCUMBRANCES AT ANY TIME LEVIED OR PLACED ON OR THREATENED AGAINST THE
COLLATERAL; (III) TO DEMAND, COLLECT, ISSUE RECEIPT FOR, COMPROMISE, SETTLE AND
SUE FOR MONIES DUE IN RESPECT OF THE COLLATERAL; (IV) TO RECEIVE, OPEN AND
DISPOSE OF ALL MAIL ADDRESSED TO GRANTOR AND TO NOTIFY THE POST OFFICE
AUTHORITIES TO CHANGE THE ADDRESS FOR DELIVERY OF MAIL ADDRESSED TO GRANTOR TO
SUCH ADDRESS AS SECURED PARTY MAY DESIGNATE; (V) TO EXERCISE ALL MEMBERSHIP
RIGHTS, POWERS AND PRIVILEGES IN CONNECTION WITH THE COLLATERAL TO THE SAME