THE SECURITY
INTERESTS GRANTED BY EACH GRANTOR WITHOUT THE SIGNATURE OF ANY GRANTOR. EACH
GRANTOR AGREES TO PROVIDE ALL INFORMATION DESCRIBED IN THE IMMEDIATELY PRECEDING
SENTENCE TO THE COLLATERAL AGENT PROMPTLY UPON REQUEST. COPIES OF SUCH FINANCING
STATEMENTS, AS FILED, SHOULD BE SENT PROMPTLY TO THE BORROWER AT ITS ADDRESS
PROVIDED IN SECTION 9.01 OF THE CREDIT AGREEMENT.
SECTION 8.15.
NO DEEMED DIVIDEND. NOTWITHSTANDING THE FOREGOING,
NO LOAN PARTY SHALL BE REQUIRED TO TAKE ANY ACTION PURSUANT TO THIS AGREEMENT
THAT THE BORROWER HAS REASONABLY DETERMINED WOULD EITHER RESULT IN ADVERSE TAX
CONSEQUENCES UNDER SECTION 956 OF THE CODE OR WOULD CONTRAVENE ANY APPLICABLE
LAW, RULE OR REGULATION.
SECTION 8.16.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. EACH
GRANTOR HEREBY APPOINTS THE COLLATERAL AGENT THE ATTORNEY-IN-FACT OF SUCH
GRANTOR FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND
TAKING ANY ACTION AND EXECUTING ANY INSTRUMENT THAT THE COLLATERAL AGENT
MAY DEEM NECESSARY TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS
IRREVOCABLE AND COUPLED WITH AN INTEREST. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE COLLATERAL AGENT SHALL HAVE THE RIGHT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITH FULL POWER OF SUBSTITUTION
EITHER IN THE COLLATERAL AGENT'S NAME OR IN THE NAME OF SUCH GRANTOR, (A) TO
RECEIVE, ENDORSE, ASSIGN OR DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHECKS,
DRAFTS, MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT RELATING TO THE COLLATERAL OR
ANY PART THEREOF; (B) TO DEMAND, COLLECT, RECEIVE PAYMENT OF, GIVE RECEIPT FOR
AND GIVE DISCHARGES AND RELEASES OF ALL OR ANY OF THE COLLATERAL; (C) TO ASK
FOR, DEMAND, SUE FOR, COLLECT, RECEIVE AND GIVE ACQUITTANCE FOR ANY AND ALL
MONEYS DUE OR TO BECOME DUE UNDER AND BY VIRTUE OF ANY COLLATERAL; (D) TO SIGN
THE NAME OF ANY GRANTOR ON ANY INVOICE OR BILL OF LADING RELATING TO ANY OF THE
COLLATERAL; (E) TO SEND VERIFICATIONS OF ACCOUNTS TO ANY ACCOUNT DEBTOR; (F) 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; (G) TO SETTLE, COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY ACTIONS,
SUITS OR PROCEEDINGS RELATING TO ALL OR ANY OF THE COLLATERAL; (H) WITH 2 DAYS
PRIOR NOTICE TO THE GRANTOR TO NOTIFY, OR TO REQUIRE ANY GRANTOR TO NOTIFY
ACCOUNT DEBTORS TO MAKE PAYMENT DIRECTLY TO THE COLLATERAL AGENT; AND (I) TO
USE, SELL, ASSIGN, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH RESPECT TO OR
OTHERWISE DEAL WITH ALL 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 COLLATERAL AGENT WERE THE ABSOLUTE OWNER OF THE
COLLATERAL FOR ALL PURPOSES; PROVIDED THAT NOTHING HEREIN CONTAINED SHALL BE
CONSTRUED AS REQUIRING OR OBLIGATING THE COLLATERAL AGENT TO MAKE ANY COMMITMENT
OR TO MAKE ANY INQUIRY
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