or other transaction entered into by the Agent in accordance
herewith shall be binding upon each Grantor notwithstanding any subsequent cure
of an Event of Default.
ARTICLE VI
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
Section 6.1.
Account Verification.
The Agent may at any time and
from time to time following the occurrence and during the continuance of an
Event of Default, in the Agent's own name, in the name of a nominee of the
Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile
or otherwise) with the Account Debtors of such Grantor, parties to contracts
with such Grantor and obligors in respect of Instruments of such Grantor to
verify with such Persons, to the Agent's satisfaction, the existence, amount,
terms of, and any other matter relating to, Accounts, Instruments, Chattel
Paper, payment intangibles and/or other Receivables that are Collateral.
Section 6.2.
Authorization for Secured Party to Take Certain Action.
(A)
EACH GRANTOR IRREVOCABLY AUTHORIZES THE AGENT AND APPOINTS THE
AGENT AS ITS ATTORNEY IN FACT (I) AT ANY TIME AND FROM TIME TO TIME IN THE SOLE
DISCRETION OF THE AGENT (1) TO EXECUTE ON BEHALF OF SUCH GRANTOR AS DEBTOR AND
TO FILE FINANCING STATEMENTS NECESSARY OR DESIRABLE IN THE AGENT'S REASONABLE
DISCRETION TO PERFECT AND TO MAINTAIN THE PERFECTION AND PRIORITY OF THE AGENT'S
SECURITY INTEREST IN THE COLLATERAL, (2) TO FILE A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS SECURITY AGREEMENT OR ANY FINANCING STATEMENT WITH RESPECT
TO THE COLLATERAL AS A FINANCING STATEMENT AND TO FILE ANY OTHER FINANCING
STATEMENT OR AMENDMENT OF A FINANCING STATEMENT (WHICH WOULD NOT ADD NEW
COLLATERAL OR ADD A DEBTOR) IN SUCH OFFICES AS THE AGENT IN ITS REASONABLE
DISCRETION DEEMS NECESSARY OR DESIRABLE TO PERFECT AND TO MAINTAIN THE
PERFECTION AND PRIORITY OF THE AGENT'S SECURITY INTEREST IN THE COLLATERAL,
(3) TO CONTACT AND ENTER
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INTO ONE OR MORE AGREEMENTS WITH THE ISSUERS OF UNCERTIFICATED SECURITIES WHICH
ARE PLEDGED COLLATERAL OR WITH SECURITIES INTERMEDIARIES HOLDING PLEDGED
COLLATERAL AS MAY BE NECESSARY OR ADVISABLE TO GIVE THE AGENT CONTROL OVER SUCH
PLEDGED COLLATERAL (SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT), AND
(4) TO DISCHARGE PAST DUE TAXES, ASSESSMENTS, CHARGES, FEES OR LIENS ON THE
COLLATERAL (EXCEPT FOR SUCH LIENS AS ARE SPECIFICALLY PERMITTED HEREUNDER);
(II) AT ANY TIME FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, (1) TO ENDORSE AND COLLECT ANY CASH PROCEEDS OF THE COLLATERAL AND
TO APPLY THE PROCEEDS OF ANY COLLATERAL RECEIVED BY THE AGENT TO THE SECURED
OBLIGATIONS AS PROVIDED HEREIN OR IN THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, (2) TO DEMAND
PAYMENT OR ENFORCE PAYMENT OF THE RECEIVABLES IN THE NAME OF THE AGENT OR ANY
GRANTOR AND TO ENDORSE ANY AND ALL CHECKS, DRAFTS, AND OTHER INSTRUMENTS FOR THE
PAYMENT OF MONEY RELATING TO THE RECEIVABLES, (3) TO SIGN ANY GRANTOR'S NAME ON
ANY INVOICE OR BILL OF LADING RELATING TO THE