GRANTOR'S ACCOUNT DEBTORS; (III) TO SIGN THE
NAME OF ANY GRANTOR ON ANY PROOF OF CLAIM IN BANKRUPTCY AGAINST ACCOUNT DEBTORS;
(IV) TO THE EXTENT RELATING TO THE COLLATERAL, TO SIGN CHANGE OF ADDRESS FORMS
TO CHANGE THE ADDRESS TO WHICH EACH GRANTOR'S MAIL IS TO BE SENT TO SUCH ADDRESS
AS THE ADMINISTRATIVE AGENT SHALL DESIGNATE; (V) TO RECEIVE AND OPEN EACH
GRANTOR'S MAIL, REMOVE ANY PROCEEDS OF COLLATERAL THEREFROM AND TURN OVER THE
BALANCE OF SUCH MAIL EITHER TO ANY OF THE GRANTORS OR TO ANY TRUSTEE IN
BANKRUPTCY OR RECEIVER OF A GRANTOR, OR OTHER LEGAL REPRESENTATIVE OF A GRANTOR
WHOM THE ADMINISTRATIVE AGENT DETERMINES TO BE THE APPROPRIATE PERSON TO WHOM TO
SO TURN OVER SUCH MAIL; (VI) 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; (VII) TO
20
SETTLE, COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS
RELATING TO ALL OR ANY OF THE COLLATERAL; (VIII) TO TAKE ALL SUCH ACTION AS MAY
BE NECESSARY TO OBTAIN THE PAYMENT OF ANY LETTER OF CREDIT AND/OR BANKER'S
ACCEPTANCE OF WHICH ANY GRANTOR IS A BENEFICIARY TO THE EXTENT RELATING TO
COLLATERAL; (IX) TO REPAIR, MANUFACTURE, ASSEMBLE, COMPLETE, PACKAGE, DELIVER,
ALTER OR SUPPLY GOODS, IF ANY, NECESSARY TO FULFILL IN WHOLE OR IN PART THE
PURCHASE ORDER OF ANY CUSTOMER OF ANY GRANTOR; (X) TO USE FOR THE PURPOSES
PERMITTED BY SECTION 6.01 HEREOF, ANY OR ALL GENERAL INTANGIBLES OF ANY GRANTOR
RELATING TO THE COLLATERAL; PROVIDED THAT THE ADMINISTRATIVE AGENT'S USE OF SUCH
GENERAL INTANGIBLES WILL COMPLY WITH ALL APPLICABLE LAW; AND (XI) 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 ADMINISTRATIVE AGENT WERE THE ABSOLUTE OWNER OF THE COLLATERAL FOR ALL
PURPOSES; PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS
REQUIRING OR OBLIGATING THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO
MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF
ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY, OR
TO PRESENT OR FILE ANY CLAIM OR NOTICE.
IT IS UNDERSTOOD AND AGREED THAT THE
APPOINTMENT OF THE ADMINISTRATIVE AGENT AS THE AGENT AND ATTORNEY-IN-FACT OF THE
GRANTORS FOR THE PURPOSES SET FORTH ABOVE IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 5.02, THE POWER OF
THE ADMINISTRATIVE AGENT TO ACT IN ANY NAME OTHER THAN THE NAME OF THE GRANTOR
SHALL NOT APPLY TO ANY PLEDGED COLLATERAL THAT IS ULC SHARES.
SECTION 5.03.
NO OBLIGATION TO ACT.
THE ADMINISTRATIVE AGENT SHALL NOT BE
OBLIGATED TO DO ANY OF THE