documents that the Grantor or Collateral Agent shall reasonably request to
evidence such release; provided however, that the Canadian Collateral Agent
shall not be required to execute or deliver any such documents unless it shall
have been directed to do so by the Collateral Agent. Any such execution and
delivery of documents pursuant to this Section shall be without recourse to or
warranty by the Canadian Collateral Agent.
SECTION 5.14. CANADIAN COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
GRANTOR
HEREBY APPOINTS THE CANADIAN COLLATERAL AGENT THE ATTORNEY-IN-FACT OF GRANTOR
FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY
ACTION AND EXECUTING ANY INSTRUMENT THAT THE CANADIAN COLLATERAL AGENT MAY DEEM
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NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS
IRREVOCABLE AND COUPLED WITH AN INTEREST. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE CANADIAN 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 CANADIAN COLLATERAL AGENT'S NAME OR IN THE NAME OF
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 SIGN THE NAME OF GRANTOR ON ANY INVOICE OR BILL OF LADING
RELATING TO ANY OF THE COLLATERAL; (D) TO SEND VERIFICATIONS OF ACCOUNTS
RECEIVABLE TO ANY ACCOUNT DEBTOR; (E) 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; (F) TO SETTLE, COMPROMISE,
COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS RELATING TO ALL OR
ANY OF THE COLLATERAL; (G) TO NOTIFY, OR TO REQUIRE GRANTOR TO NOTIFY, ACCOUNT
DEBTORS TO MAKE PAYMENT DIRECTLY TO THE CANADIAN COLLATERAL AGENT; AND (H) 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 CANADIAN 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 CANADIAN COLLATERAL AGENT TO MAKE ANY
COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT
RECEIVED BY THE CANADIAN COLLATERAL AGENT, OR TO PRESENT OR FILE ANY CLAIM OR
NOTICE, OR TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF
OR THE MONEYS DUE OR TO BECOME DUE IN RESPECT THEREOF OR ANY PROPERTY COVERED
THEREBY. THE CANADIAN COLLATERAL AGENT AND THE OTHER SECURED PARTIES SHALL BE
ACCOUNTABLE ONLY FOR AMOUNTS ACTUALLY