HEREBY AUTHORIZES THE COLLATERAL AGENT TO MODIFY THIS
AGREEMENT AFTER OBTAINING SUCH GRANTOR'S APPROVAL OF AND SIGNATURE TO SUCH
MODIFICATION BY AMENDING SCHEDULE 5.2 (AS SUCH SCHEDULE MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) TO INCLUDE REFERENCE TO ANY INTELLECTUAL
PROPERTY ACQUIRED OR DEVELOPED BY ANY GRANTOR AFTER THE EXECUTION HEREOF (WHICH
INTELLECTUAL PROPERTY WOULD BE REQUIRED TO BE REFERENCED ON SCHEDULE 5.2) OR TO
DELETE ANY REFERENCE TO ANY RIGHT, TITLE OR INTEREST IN ANY INTELLECTUAL
PROPERTY IN WHICH ANY GRANTOR NO LONGER HAS OR CLAIMS ANY RIGHT, TITLE OR
INTEREST.
7.3
Additional Grantors.
From time to time subsequent to the date
hereof, additional Persons may become parties hereto as additional Grantors
(each, an "Additional Grantor"), by executing a Pledge Supplement.
Upon
delivery of any such Pledge Supplement to the Collateral Agent, notice of which
is hereby waived by Grantors, each Additional Grantor shall be a Grantor and
shall be as fully a party hereto as if Additional Grantor were an original
signatory hereto.
Each Grantor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of Collateral Agent not to cause
any Subsidiary of Borrower to become an Additional Grantor hereunder.
This
Agreement shall be fully effective as to any Grantor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Grantor hereunder.
SECTION 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
8.1
Power of Attorney.
Until payment in full in cash of all Secured
Obligations (other than contingent obligations), each Grantor hereby irrevocably
appoints the Collateral Agent (such appointment being coupled with an interest)
as such Grantor's attorney-in-fact, with full authority in the place and stead
of such Grantor and in the name of such Grantor, the Collateral Agent or
otherwise, from time to time in the Collateral Agent's discretion to take any
action and to execute any instrument that may be necessary or, in the Collateral
Agent's reasonable judgment, advisable to accomplish the purposes of this
Agreement, including, without limitation, the following:
25
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE MAINTAINED BY SUCH
GRANTOR OR PAID TO THE COLLATERAL AGENT PURSUANT TO THE CREDIT AGREEMENT;
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, TO ASK FOR, DEMAND, COLLECT, SUE FOR, RECOVER, COMPOUND, RECEIVE AND
GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL;
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, TO RECEIVE, ENDORSE AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS,
DOCUMENTS AND CHATTEL PAPER IN CONNECTION WITH CLAUSE (B) ABOVE;
(D)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS THAT
THE COLLATERAL AGENT MAY