(each, an "Additional Grantor"), by executing a Counterpart Agreement. Upon
delivery of any such counterpart agreement to the Collateral
21
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.
ARTICLE VI
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
Section 6.01
Power of Attorney. Each Grantor hereby irrevocably
appoints the Collateral Agent (such appointment being coupled with an interest)
as such Grantor's attorney-in-fact, effective after and during the continuance
of an Event of Default, 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 the Collateral Agent may deem reasonably necessary
or advisable (and to the extent permitted by applicable laws) to accomplish the
purposes of this Agreement, including, without limitation, the following:
(A)
TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE MAINTAINED BY SUCH
GRANTOR OR PAID TO THE COLLATERAL AGENT PURSUANT TO THE CREDIT AGREEMENT;
(B)
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)
TO RECEIVE, ENDORSE AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS,
DOCUMENTS AND CHATTEL PAPER IN CONNECTION WITH CLAUSE (B) ABOVE;
(D)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
THAT THE COLLATERAL AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF
ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF THE COLLATERAL AGENT
WITH RESPECT TO ANY OF THE COLLATERAL;
(E)
TO PREPARE AND FILE ANY UCC FINANCING STATEMENTS AGAINST SUCH
GRANTOR AS DEBTOR;
(F)
TO PREPARE, SIGN, AND FILE FOR RECORDATION IN ANY INTELLECTUAL
PROPERTY REGISTRY, APPROPRIATE EVIDENCE OF THE LIEN AND SECURITY INTEREST
GRANTED HEREIN IN THE INTELLECTUAL PROPERTY IN THE NAME OF SUCH GRANTOR AS
DEBTOR;
(G)
TO TAKE OR CAUSE TO BE TAKEN ALL ACTIONS NECESSARY TO PERFORM OR
COMPLY OR CAUSE PERFORMANCE OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ACTIONS TO PAY OR DISCHARGE TAXES OR LIENS (OTHER
THAN PERMITTED LIENS) LEVIED OR PLACED UPON OR THREATENED AGAINST THE
COLLATERAL, THE LEGALITY OR VALIDITY THEREOF AND THE AMOUNTS NECESSARY TO
DISCHARGE THE SAME TO BE DETERMINED BY THE COLLATERAL AGENT IN ITS SOLE
DISCRETION, ANY SUCH PAYMENTS MADE BY THE COLLATERAL