SUCH MODIFICATION BY AMENDING SCHEDULE 5.2 (AS SUCH
SCHEDULE MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) TO INCLUDE REFERENCE
TO ANY INTELLECTUAL PROPERTY ACQUIRED OR DEVELOPED BY ANY GRANTOR AFTER THE
EXECUTION HEREOF (WHICH INTELLECTUAL PROPERTY WOULD BE REQUIRED TO BE REFERENCED
ON SCHEDULE 5.2) OR TO DELETE ANY REFERENCE TO ANY RIGHT, TITLE OR INTEREST IN
ANY INTELLECTUAL PROPERTY IN WHICH ANY GRANTOR NO LONGER HAS OR CLAIMS ANY
RIGHT, TITLE OR INTEREST.
7.3
Additional Grantors.
From time to time
subsequent to the date hereof, additional Persons may become parties hereto as
additional Grantors (each, an "Additional Grantor"), by executing a Pledge
Supplement.
Upon delivery of any such Pledge Supplement to the Collateral
Agent, notice of which is hereby waived by Grantors, each Additional Grantor
shall be a Grantor and shall be as fully a party hereto as if Additional Grantor
were an original signatory hereto.
Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Grantor hereunder, nor by any election of
Collateral Agent not to cause any Subsidiary of Borrower to become an Additional
Grantor hereunder.
This Agreement shall be fully effective as to any Grantor
that is or becomes a party hereto regardless of whether any other Person becomes
or fails to become or ceases to be a Grantor hereunder.
SECTION 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
8.1
Power of Attorney.
Until payment in full in
cash of all Secured Obligations (other than contingent obligations), the
cancellation or termination of the Commitments and the cancellation or
expiration of all Letters of Credit (unless a Letter of Credit Backstop is in
place), each Grantor hereby irrevocably appoints the Collateral Agent (such
appointment being coupled with an interest) as such Grantor's attorney-in-fact,
with full authority in the place and stead of such Grantor and in the name of
such Grantor, the Collateral Agent or otherwise, from time to time in the
Collateral Agent's discretion to take any action and to execute any instrument
that may be necessary or, in the Collateral Agent's reasonable judgment,
advisable to accomplish the purposes of this Agreement, including, without
limitation, the following:
24
(A)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO OBTAIN AND ADJUST INSURANCE REQUIRED TO
BE MAINTAINED BY SUCH GRANTOR OR PAID TO THE COLLATERAL AGENT PURSUANT TO THE
CREDIT AGREEMENT;
(B)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO ASK FOR, DEMAND, COLLECT, SUE FOR,
RECOVER, COMPOUND, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND
TO BECOME DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL;
(C)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO RECEIVE, ENDORSE AND COLLECT ANY DRAFTS
OR OTHER INSTRUMENTS, DOCUMENTS AND CHATTEL PAPER IN CONNECTION WITH CLAUSE
(B) ABOVE;
(D)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO FILE ANY CLAIMS OR TAKE ANY ACTION OR