ANY SUCH SUIT, ACTION OR PROCEEDING
AND, IN CONNECTION THEREWITH, GIVE SUCH DISCHARGES OR RELEASES AS THE
ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE; AND (F)
GENERALLY, SELL, TRANSFER,
PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO
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OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH
THE ADMINISTRATIVE AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND
DO, AT THE ADMINISTRATIVE AGENT'S OPTION AND THE PLEDGORS' EXPENSE, JOINTLY AND
SEVERALLY, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH THE
ADMINISTRATIVE AGENT DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE
COLLATERAL AND THE SECURITY INTERESTS THEREIN AND TO EFFECT THE INTENT OF THIS
AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS SUCH PLEDGOR MIGHT DO.
Anything in this Section 6.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 6.1(a) unless an Event of Default shall
have occurred and be continuing and the Administrative Agent shall give the
Pledgors not less than ten (10) days notice of such sale or disposition.
(B)
IF ANY PLEDGOR FAILS TO PERFORM OR COMPLY
WITH ANY OF ITS AGREEMENTS CONTAINED HEREIN, THE ADMINISTRATIVE AGENT, AT ITS
OPTION, BUT WITHOUT ANY OBLIGATION SO TO DO, MAY PERFORM OR COMPLY, OR OTHERWISE
CAUSE PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT IN ACCORDANCE WITH
SECTION 6.1(A).
(C)
THE EXPENSES OF THE ADMINISTRATIVE AGENT
INCURRED IN CONNECTION WITH ACTIONS UNDERTAKEN AS PROVIDED IN THIS SECTION 6.1,
TOGETHER WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE HIGHEST RATE PER
ANNUM AT WHICH INTEREST WOULD THEN BE PAYABLE ON ANY CATEGORY OF PAST DUE BASE
RATE LOANS UNDER THE CREDIT AGREEMENT, FROM THE DATE OF PAYMENT BY THE
ADMINISTRATIVE AGENT TO THE DATE REIMBURSED BY THE PLEDGORS, SHALL BE PAYABLE BY
THE PLEDGORS, JOINTLY AND SEVERALLY, TO THE ADMINISTRATIVE AGENT ON DEMAND.
(D)
EACH PLEDGOR HEREBY RATIFIES ALL THAT SAID
ATTORNEYS SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF IN ACCORDANCE
WITH SECTION 6.1(A).
ALL POWERS, AUTHORIZATIONS AND AGENCIES CONTAINED IN THIS
AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE UNTIL THIS AGREEMENT
IS TERMINATED AND THE SECURITY INTERESTS ARE RELEASED.
Duty of Administrative Agent.
The Administrative Agent's sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the UCC or otherwise, shall be to deal with
it in the same manner as the Administrative Agent deals with similar property
for its own account.
Neither the Administrative Agent, any Lender nor any of
their respective officers, directors, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Pledgors or any other Person or to
take any other action whatsoever with regard to the