THE TERMS OF THIS AGREEMENT OR THE LOAN
AGREEMENTS, OR (II) CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO
ANY OF THE COLLATERAL OF SUCH GRANTOR EXCEPT FOR THE PLEDGE, ASSIGNMENT AND
SECURITY INTEREST CREATED UNDER THIS AGREEMENT AND LIENS PERMITTED UNDER THE
LOAN AGREEMENTS.
(B)
IT WILL (I) CAUSE EACH ISSUER OF THE PLEDGED
EQUITY PLEDGED BY SUCH GRANTOR NOT TO ISSUE ANY EQUITY INTERESTS OR OTHER
SECURITIES IN ADDITION TO OR IN SUBSTITUTION FOR THE PLEDGED EQUITY ISSUED BY
SUCH ISSUER, EXCEPT TO SUCH GRANTOR OR EXCEPT AS PERMITTED BY THE LOAN
AGREEMENTS, AND (II) PLEDGE HEREUNDER, IMMEDIATELY UPON ITS ACQUISITION
(DIRECTLY OR INDIRECTLY) THEREOF, ANY AND ALL ADDITIONAL EQUITY INTERESTS OR
OTHER SECURITIES.
Section 9. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints the Collateral Agent such Grantor's attorney-in-fact (such
appointment to cease upon the payment in full of all the Secured Obligations
other than contingent indemnification claims as to which no demand has been
made), with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, from time to time, upon the occurrence and
during the continuance of an Event of Default, in the Collateral Agent's
reasonable discretion, to take any action and to execute any instrument that the
Collateral Agent may deem reasonably necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation:
(A)
TO ASK FOR, DEMAND, COLLECT, SUE FOR,
RECOVER, COMPROMISE, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE
AND TO BECOME DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL,
(B)
TO RECEIVE, INDORSE AND COLLECT ANY DRAFTS
OR OTHER INSTRUMENTS, DOCUMENTS AND CHATTEL PAPER, IN CONNECTION WITH
CLAUSE (A) OR (B) ABOVE, AND
(C)
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.
Section 10. Collateral Agent May Perform. If any Grantor fails to perform any
agreement contained herein, the Collateral Agent may, as the Collateral Agent
deems necessary to protect the security interest granted hereunder in the
Collateral or to protect the value thereof, but without any obligation to do so
and without notice, itself perform, or cause performance of, such agreement, and
the expenses of the Collateral Agent incurred in connection therewith shall be
payable by such Grantor under Section 13.
Section 11. The Collateral Agent's Duties. (a)
The powers conferred on the
Collateral Agent hereunder are solely to protect the Secured Parties' interest
in the Collateral and shall not impose any fiduciary relationship or any duty
upon it to exercise any such powers. Except for the exercise of reasonable care
in the safe custody of any Collateral in its possession or in the possession of
an Affiliate of the Collateral Agent or any designee (including without
limitation, a Subagent (as defined