RECEIVABLES, DRAFTS AGAINST ANY
ACCOUNT DEBTOR OF SUCH GRANTOR, ASSIGNMENTS AND VERIFICATIONS OF RECEIVABLES,
(4) TO EXERCISE ALL OF ANY GRANTOR'S RIGHTS AND REMEDIES WITH RESPECT TO THE
COLLECTION OF THE RECEIVABLES AND ANY OTHER COLLATERAL, (5) TO SETTLE, ADJUST,
COMPROMISE, EXTEND OR RENEW THE RECEIVABLES, (6) TO SETTLE, ADJUST OR COMPROMISE
ANY LEGAL PROCEEDINGS BROUGHT TO COLLECT RECEIVABLES OR ANY OTHER REVOLVING
FACILITY FIRST LIEN COLLATERAL (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
(7) TO PREPARE, FILE AND SIGN ANY GRANTOR'S NAME ON A PROOF OF CLAIM IN
BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY ACCOUNT DEBTOR OF SUCH GRANTOR,
(8) TO PREPARE, FILE AND SIGN ANY GRANTOR'S NAME ON ANY NOTICE OF LIEN,
ASSIGNMENT OR SATISFACTION OF LIEN OR SIMILAR DOCUMENT IN CONNECTION WITH THE
RECEIVABLES, (9) TO CHANGE THE ADDRESS FOR DELIVERY OF MAIL ADDRESSED TO ANY
GRANTOR TO SUCH ADDRESS AS THE AGENT MAY DESIGNATE AND TO RECEIVE, OPEN AND
DISPOSE OF ALL MAIL ADDRESSED TO SUCH GRANTOR, AND (10) TO USE INFORMATION
CONTAINED IN ANY DATA PROCESSING, ELECTRONIC OR INFORMATION SYSTEMS RELATING TO
COLLATERAL; AND (III) TO DO ALL OTHER ACTS AND THINGS NECESSARY TO CARRY OUT THE
TERMS OF THIS SECURITY AGREEMENT; AND EACH GRANTOR AGREES TO REIMBURSE THE AGENT
ON DEMAND FOR ANY REASONABLE PAYMENT MADE OR ANY REASONABLE DOCUMENTED EXPENSE
INCURRED BY THE AGENT IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED THAT,
THIS AUTHORIZATION SHALL NOT RELIEVE ANY GRANTOR OF ANY OF ITS OBLIGATIONS UNDER
THIS SECURITY AGREEMENT OR UNDER THE CREDIT AGREEMENT.
(B)
ALL ACTS OF SAID ATTORNEY OR DESIGNEE ARE HEREBY RATIFIED AND
APPROVED BY THE GRANTORS.
THE POWERS CONFERRED ON THE AGENT, FOR THE BENEFIT OF
THE AGENT AND SECURED PARTIES, UNDER THIS SECTION 6.2 ARE SOLELY TO PROTECT THE
AGENT'S INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON THE AGENT
OR ANY SECURED PARTY TO EXERCISE ANY SUCH POWERS.
Section 6.3.
PROXY.
EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS THE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN
SECTION 6.2 ABOVE) WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT
TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO.
IN
ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF
THE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL
OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED
COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS
OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH
MEETINGS).
SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE
NECESSITY OF ANY
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ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD
BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED
COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT.
Section 6.4.
NATURE OF APPOINTMENT; LIMITATION OF DUTY.
THE
APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE