AND NO NOTICE OR DEMAND WHICH MAY BE
GIVEN TO OR MADE UPON THE PLEDGOR BY THE ADMINISTRATIVE AGENT WITH RESPECT TO
ANY SUCH REMEDIES SHALL OPERATE AS A WAIVER THEREOF, OR LIMIT OR IMPAIR THE
ADMINISTRATIVE AGENT'S RIGHT TO TAKE ANY ACTION OR TO EXERCISE ANY POWER OR
REMEDY HEREUNDER, WITHOUT NOTICE OR DEMAND, OR PREJUDICE ITS RIGHTS AS AGAINST
THE PLEDGOR IN ANY RESPECT.
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
THE PLEDGOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS AGAINST THE ADMINISTRATIVE
AGENT ARISING OUT OF THE REPOSSESSION, RETENTION OR SALE OF THE PLEDGED
COLLATERAL.
11
11.
POWER OF ATTORNEY.
THE PLEDGOR APPOINTS THE ADMINISTRATIVE AGENT, OR ANY
OTHER PERSON WHOM THE ADMINISTRATIVE AGENT MAY DESIGNATE, AS THE PLEDGOR'S TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,
POWER TO ENDORSE THE PLEDGOR'S NAME ON ANY CHECKS, NOTES, ACCEPTANCES, MONEY
ORDERS, DRAFTS OR OTHER FORM OF PAYMENT OR SECURITY REPRESENTING A PORTION OF
THE PLEDGED COLLATERAL THAT MAY COME INTO THE ADMINISTRATIVE AGENT'S POSSESSION
AND TO DO ALL THINGS NECESSARY TO CARRY OUT THE TERMS OF THIS PLEDGE AGREEMENT.
THE PLEDGOR RATIFIES AND APPROVES ALL SUCH ACTS OF SUCH ATTORNEY-IN-FACT.
EXCEPT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER THE ADMINISTRATIVE AGENT
NOR ANY OTHER PERSON DESIGNATED BY THE ADMINISTRATIVE AGENT AS ATTORNEY-IN-FACT
HEREUNDER WILL BE LIABLE FOR ANY ACTS OR OMISSIONS, NOR FOR ANY ERRORS OF
JUDGMENT OR MISTAKES OF FACT OR LAW.
THIS POWER, COUPLED WITH AN INTEREST, IS
IRREVOCABLE UNTIL THE PAYMENT IF FULL OF ALL SECURED OBLIGATIONS OF THE PLEDGOR.
12.
ADMINISTRATIVE AGENT'S RIGHT TO TAKE ACTION.
IN THE EVENT THAT THE PLEDGOR
FAILS OR REFUSES PROMPTLY TO PERFORM ANY OF ITS OBLIGATIONS SET FORTH HEREIN,
INCLUDING, WITHOUT LIMITATION, ITS OBLIGATION PURSUANT TO SECTION 6(E) HEREOF TO
PAY TAXES, ASSESSMENTS AND OTHER CHARGES LEVIED, ASSESSED OR IMPOSED ON THE
PLEDGED COLLATERAL, OR OTHERWISE FAILS OR REFUSES TO PAY ANY AMOUNT NECESSARY
FOR THE PRESERVATION AND PROTECTION OF THE PLEDGED COLLATERAL, THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, WITHOUT OBLIGATION, BY NOTICE TO THE
PLEDGOR, TO DO ALL THINGS IT DEEMS NECESSARY OR ADVISABLE TO DISCHARGE THE SAME
(INCLUDING, WITHOUT LIMITATION, TO PAY ANY SUCH TAXES, ASSESSMENTS, CHARGES OR
OTHER SUMS, TOGETHER WITH INTEREST AND PENALTIES THEREON) AND ANY SUMS PAID BY
THE ADMINISTRATIVE AGENT, OR THE COST THEREOF, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES, SHALL BE REIMBURSED BY THE PLEDGOR, TO THE
ADMINISTRATIVE AGENT ON DEMAND AND, UNTIL SO REIMBURSED, SHALL BEAR INTEREST AT
THE HIGHEST RATE CHARGEABLE UNDER SECTION 2.12(C) OF THE CREDIT AGREEMENT.
13.
EXPENSES.
THE PLEDGOR SHALL PAY (I) ALL REASONABLE COSTS, EXPENSES, TAXES
AND FEES INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT AND
ALL CERTIFICATES, OPINIONS AND OTHER DOCUMENTS RELATING TO THESE TRANSACTIONS,
INCLUDING, WITHOUT LIMITATION, THE REASONABLE DISBURSEMENTS AND PROFESSIONAL
FEES OF KING & SPALDING LLP, COUNSEL TO THE ADMINISTRATIVE AGENT, IN ALL CASES
WHETHER OR NOT THE TRANSACTION CONTEMPLATED HEREBY SHALL BE CONSUMMATED;
(II)