full. As an alternative to exercising the power of sale
herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose upon the Securities Collateral and to sell the
Securities Collateral or any portion thereof pursuant to a judgment or decree of
a court or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this
Section shall be deemed to conform
6
to the commercially reasonable standards as provided in Section 9-611 of the UCC
or its equivalent in other jurisdictions, as applicable.
SECTION 7.
APPLICATION OF PROCEEDS OF SALE. THE PROCEEDS OF ANY SALE
OF SECURITIES COLLATERAL PURSUANT TO SECTION 6, AS WELL AS ANY SECURITIES
COLLATERAL CONSISTING OF CASH, SHALL BE APPLIED BY THE COLLATERAL AGENT AS
PROVIDED IN THE SECURITY AGREEMENT.
SECTION 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. SUBJECT TO
SECTION 25, EACH PLEDGOR HEREBY APPOINTS EACH COLLATERAL AGENT THE
ATTORNEY-IN-FACT OF SUCH PLEDGOR FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS
OF THIS AGREEMENT AND TAKING ANY ACTION AND EXECUTING ANY INSTRUMENT THAT EITHER
COLLATERAL AGENT MAY DEEM REASONABLY NECESSARY TO ACCOMPLISH THE PURPOSES
HEREOF, WHICH APPOINTMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST, PROVIDED
THAT THE COLLATERAL AGENT SHALL ONLY TAKE ANY ACTION PURSUANT TO SUCH
APPOINTMENT UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COLLATERAL AGENT
SHALL HAVE THE RIGHT, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, WITH FULL POWER OF SUBSTITUTION EITHER IN THE COLLATERAL AGENT'S
NAME OR IN THE NAME OF SUCH PLEDGOR, TO ASK FOR, DEMAND, SUE FOR, COLLECT,
RECEIVE AND GIVE ACQUITTANCE FOR ANY AND ALL MONEYS DUE OR TO BECOME DUE UNDER
AND BY VIRTUE OF ANY SECURITIES COLLATERAL, TO ENDORSE CHECKS, DRAFTS, ORDERS
AND OTHER INSTRUMENTS FOR THE PAYMENT OF MONEY PAYABLE TO THE PLEDGOR
REPRESENTING ANY INTEREST OR DIVIDEND OR OTHER DISTRIBUTION PAYABLE IN RESPECT
OF THE SECURITIES COLLATERAL OR ANY PART THEREOF OR ON ACCOUNT THEREOF AND TO
GIVE FULL DISCHARGE FOR THE SAME, TO SETTLE, COMPROMISE, PROSECUTE OR DEFEND ANY
ACTION, CLAIM OR PROCEEDING WITH RESPECT THERETO, AND TO SELL, ASSIGN, ENDORSE,
PLEDGE, TRANSFER AND TO MAKE ANY AGREEMENT RESPECTING, OR OTHERWISE DEAL WITH,
THE SAME; PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS
REQUIRING OR OBLIGATING EITHER COLLATERAL AGENT TO MAKE ANY COMMITMENT OR TO
MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED BY SUCH
COLLATERAL AGENT, OR TO PRESENT OR FILE ANY CLAIM OR NOTICE, OR TO TAKE ANY
ACTION WITH RESPECT TO THE SECURITIES COLLATERAL OR ANY PART THEREOF OR THE
MONEYS DUE OR TO BECOME DUE IN RESPECT THEREOF OR ANY PROPERTY COVERED THEREBY.
THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES SHALL BE ACCOUNTABLE ONLY FOR
AMOUNTS ACTUALLY RECEIVED AS A RESULT OF THE EXERCISE OF THE POWERS GRANTED TO
THEM HEREIN, AND NEITHER THEY