ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO MAKE
ANY SUCH DEMAND OR TO COLLECT ANY PAYMENTS FROM THE BORROWER OR ANY GRANTOR OR
GRANTOR OR ANY RELEASE OF THE BORROWER OR ANY GRANTOR OR GRANTOR SHALL NOT
RELIEVE ANY GRANTOR IN RESPECT OF WHICH A DEMAND OR COLLECTION IS NOT MADE OR
ANY GRANTOR NOT SO RELEASED OF ITS SEVERAL OBLIGATIONS OR LIABILITIES HEREUNDER,
AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, OR
AS A MATTER OF LAW, OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY
AGAINST ANY GRANTOR.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE
COMMENCEMENT AND CONTINUANCE OF ANY LEGAL PROCEEDINGS.
6.
THE ADMINISTRATIVE AGENT.
6.1.
ADMINISTRATIVE AGENT'S APPOINTMENT AS
ATTORNEY-IN-FACT, ETC.
(A)
EACH GRANTOR HEREBY APPOINTS, WHICH APPOINTMENT IS
IRREVOCABLE AND COUPLED WITH AN INTEREST, EFFECTIVE UPON AND DURING OCCURRENCE
OF AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT AND ANY OFFICER OR AGENT
THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND
STEAD OF SUCH GRANTOR AND IN THE NAME OF SUCH GRANTOR OR OTHERWISE, FOR THE
PURPOSE OF CARRYING OUT THE TERMS OF THIS SECURITY AGREEMENT, TO TAKE ANY AND
ALL APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS
WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS SECURITY
AGREEMENT,
15
AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR HEREBY GIVES
THE ADMINISTRATIVE AGENT THE POWER AND RIGHT, ON BEHALF OF SUCH GRANTOR, EITHER
IN THE ADMINISTRATIVE AGENT'S NAME OR IN THE NAME OF SUCH GRANTOR OR OTHERWISE,
WITHOUT ASSENT BY SUCH GRANTOR, TO DO ANY OR ALL OF THE FOLLOWING, IN EACH CASE
AFTER AND DURING THE OCCURRENCE OF AN EVENT OF DEFAULT AND AFTER WRITTEN NOTICE
BY THE ADMINISTRATIVE AGENT OF ITS INTENT TO DO SO:
(I)
TAKE POSSESSION OF AND ENDORSE AND
COLLECT ANY CHECKS, DRAFTS, NOTES, ACCEPTANCES OR OTHER INSTRUMENTS FOR THE
PAYMENT OF MONEYS DUE UNDER ANY ACCOUNT OR WITH RESPECT TO ANY OTHER COLLATERAL
AND FILE ANY CLAIM OR TAKE ANY OTHER ACTION OR PROCEEDING IN ANY COURT OF LAW OR
EQUITY OR OTHERWISE DEEMED APPROPRIATE BY THE ADMINISTRATIVE AGENT FOR THE
PURPOSE OF COLLECTING ANY AND ALL SUCH MONEYS DUE UNDER ANY ACCOUNT OR WITH
RESPECT TO ANY OTHER COLLATERAL WHENEVER PAYABLE;
(II)
IN THE CASE OF ANY INTELLECTUAL PROPERTY,
EXECUTE AND DELIVER, AND HAVE RECORDED, ANY AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS AND PAPERS AS THE ADMINISTRATIVE AGENT MAY REQUEST TO EVIDENCE THE
ADMINISTRATIVE AGENT'S AND THE SECURED PARTIES' SECURITY INTEREST IN SUCH
INTELLECTUAL PROPERTY AND THE GOODWILL AND GENERAL INTANGIBLES OF SUCH GRANTOR
RELATING THERETO OR REPRESENTED THEREBY;
(III)
PAY OR DISCHARGE TAXES AND LIENS LEVIED OR
PLACED ON OR THREATENED AGAINST THE COLLATERAL;
(IV)
EXECUTE, IN CONNECTION WITH ANY SALE PROVIDED
FOR IN SUBSECTION 5.5, ANY ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF
CONVEYANCE OR TRANSFER WITH RESPECT TO THE COLLATERAL;
(V)
OBTAIN AND ADJUST INSURANCE REQUIRED TO