TAKING ANY ACTION AND EXECUTING
ANY INSTRUMENT THAT THE ADMINISTRATIVE AGENT MAY REASONABLY DEEM NECESSARY TO
ACCOMPLISH THE PURPOSES HEREOF WHICH APPOINTMENT IS IRREVOCABLE AND COUPLED WITH
AN INTEREST, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, WITH POWER OF SUBSTITUTION FOR THE
GRANTORS IN EACH GRANTOR'S NAME OR OTHERWISE, FOR THE USE AND BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (I) TO RECEIVE, ENDORSE, ASSIGN
AND/OR DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR
OTHER EVIDENCES OF PAYMENT RELATING TO THE COLLATERAL OR ANY PART THEREOF; (II)
TO DEMAND, COLLECT, RECEIVE PAYMENT OF, GIVE RECEIPT FOR, AND GIVE DISCHARGES
AND RELEASES OF, ALL OR ANY OF THE COLLATERAL; (III) 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; (IV) TO
SETTLE, COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS
RELATING TO ALL OR ANY OF THE COLLATERAL; (V) TO USE, SELL, ASSIGN,
8
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 SECURITY AGREEMENT, AS FULLY AND COMPLETELY AS THOUGH
THE ADMINISTRATIVE AGENT WERE THE ABSOLUTE OWNER OF THE COLLATERAL FOR ALL
PURPOSES; PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS
REQUIRING OR OBLIGATING THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO
MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF
ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY, 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, AND NO ACTION TAKEN OR OMITTED TO BE
TAKEN BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY WITH RESPECT TO THE
COLLATERAL OR ANY PART THEREOF, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, SHALL
GIVE RISE TO ANY DEFENSE, COUNTERCLAIM OR OFFSET IN FAVOR OF ANY GRANTOR OR TO
ANY CLAIM OR ACTION AGAINST THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY
EXCEPT TO THE EXTENT SUCH ACTION OR OMISSION RESULTS FROM THE GROSS NEGLIGENCE,
BAD FAITH OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR SUCH SECURED
PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND
NONAPPEALABLE JUDGMENT.
THE PROVISIONS OF THIS PARAGRAPH SHALL IN NO EVENT
RELIEVE ANY GRANTOR OF ANY OF ITS OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF OR IMPOSE ANY
OBLIGATION ON THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO PROCEED IN