GRANTOR'S WRITTEN
APPROVAL OF OR SIGNATURE TO SUCH MODIFICATION BY AMENDING SCHEDULE 4.10 (AS SUCH
SCHEDULE MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) TO INCLUDE REFERENCE
TO ANY RIGHT, TITLE OR INTEREST IN ANY EXISTING INTELLECTUAL PROPERTY OR ANY
INTELLECTUAL PROPERTY ACQUIRED OR DEVELOPED BY ANY GRANTOR AFTER THE EXECUTION
HEREOF 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.
Section 5.02
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
Counterpart Agreement. Upon delivery of any such counterpart agreement 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.
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ARTICLE VI
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
Section 6.01
Power of Attorney. Subject to the
Intercreditor Agreement, 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, subject to the Intercreditor Agreement, 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