TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT:
(I)
TO DEMAND, COLLECT, SETTLE, COMPROMISE AND ADJUST, AND GIVE
DISCHARGES AND RELEASES CONCERNING THE COLLATERAL, ALL AS THE COLLATERAL AGENT
MAY REASONABLY DEEM APPROPRIATE;
(II)
TO COMMENCE AND PROSECUTE ANY ACTIONS AT ANY COURT FOR THE
PURPOSES OF COLLECTING ANY OF THE COLLATERAL AND ENFORCING ANY OTHER RIGHT IN
RESPECT THEREOF;
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(III)
TO DEFEND, SETTLE OR COMPROMISE ANY ACTION BROUGHT AND, IN
CONNECTION THEREWITH, GIVE SUCH DISCHARGE OR RELEASE AS THE COLLATERAL AGENT MAY
REASONABLY DEEM APPROPRIATE;
(IV)
TO RECEIVE, OPEN AND DISPOSE OF MAIL ADDRESSED TO A GRANTOR AND
ENDORSE CHECKS, NOTES, DRAFTS, ACCEPTANCES, MONEY ORDERS, BILLS OF LADING,
WAREHOUSE RECEIPTS OR OTHER INSTRUMENTS OR DOCUMENTS EVIDENCING PAYMENT,
SHIPMENT OR STORAGE OF THE GOODS GIVING RISE TO THE COLLATERAL ON BEHALF OF AND
IN THE NAME OF SUCH GRANTOR, OR SECURING, OR RELATING TO SUCH COLLATERAL;
(V)
TO PAY OR DISCHARGE TAXES, LIENS, SECURITY INTERESTS OR OTHER
ENCUMBRANCES LEVIED OR PLACED ON OR THREATENED AGAINST THE COLLATERAL;
(VI)
TO DIRECT ANY PARTIES LIABLE FOR ANY PAYMENT IN CONNECTION WITH
ANY OF THE COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONIES DUE AND TO BECOME
DUE THEREUNDER DIRECTLY TO THE COLLATERAL AGENT OR AS THE COLLATERAL AGENT SHALL
DIRECT;
(VII)
TO RECEIVE PAYMENT OF AND RECEIPT FOR ANY AND ALL MONIES, CLAIMS,
AND OTHER AMOUNTS DUE AND TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT
OF ANY COLLATERAL;
(VIII)
TO SELL, ASSIGN, TRANSFER, MAKE ANY AGREEMENT IN RESPECT OF, OR
OTHERWISE DEAL WITH OR EXERCISE RIGHTS IN RESPECT OF, ANY COLLATERAL OR THE
GOODS OR SERVICES THAT HAVE GIVEN RISE THERETO, AS FULLY AND COMPLETELY AS
THOUGH THE COLLATERAL AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES;
(IX)
TO ADJUST AND SETTLE CLAIMS UNDER ANY INSURANCE POLICY RELATING
THERETO;
(X)
TO AUTHORIZE OR TO EXECUTE AND DELIVER ALL ASSIGNMENTS,
CONVEYANCES, STATEMENTS, FINANCING STATEMENTS, RENEWAL FINANCING STATEMENTS,
SECURITY AND PLEDGE AGREEMENTS, AFFIDAVITS, NOTICES AND OTHER AGREEMENTS,
INSTRUMENTS AND DOCUMENTS THAT THE COLLATERAL AGENT MAY REASONABLY DEEM
APPROPRIATE IN ORDER TO PERFECT AND MAINTAIN THE SECURITY INTERESTS AND LIENS
GRANTED IN THIS SECURITY AGREEMENT AND IN ORDER TO FULLY CONSUMMATE ALL OF THE
TRANSACTIONS CONTEMPLATED THEREIN;
(XI)
TO INSTITUTE ANY FORECLOSURE PROCEEDINGS THAT THE COLLATERAL
AGENT MAY REASONABLY DEEM APPROPRIATE; AND
(XII)
TO DO AND PERFORM ALL SUCH OTHER ACTS AND THINGS AS THE
COLLATERAL AGENT MAY REASONABLY DEEM APPROPRIATE OR CONVENIENT IN CONNECTION
WITH THE COLLATERAL.
This power of attorney is a power coupled with an interest and shall be
irrevocable for so long as any of the Obligations shall remain outstanding and
until all of the commitments relating thereto shall have been terminated.
The
Collateral Agent shall be under no duty to exercise or withhold the exercise of
any of the rights, powers, privileges and options expressly or implicitly
granted to the Collateral Agent in this Security Agreement, and shall