such Agent or such Secured Party, as the case may be, shall promptly
deliver such excess to the Borrower, for the benefit of the Pledgor.
SECTION 7
THE COLLATERAL AGENT
7.1
COLLATERAL AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT, ETC.
(A)
THE PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE
COLLATERAL AGENT AND ANY AUTHORIZED OFFICER OR AGENT THEREOF, WITH FULL POWER OF
SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE
POWER AND AUTHORITY IN THE PLACE AND STEAD OF THE PLEDGOR AND IN THE NAME OF THE
PLEDGOR OR IN ITS OWN NAME, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF THIS
AGREEMENT, TO TAKE ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL
DOCUMENTS AND INSTRUMENTS THAT MAY BE REASONABLY NECESSARY OR DESIRABLE TO
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE
LAW, SUBJECT TO SUBSECTION 3.2, PROVIDED THAT THE COLLATERAL AGENT AGREES NOT TO
EXERCISE SUCH POWER EXCEPT UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT SPECIFIED IN SUBSECTION 8(F) OF THE CREDIT AGREEMENT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, AT ANY TIME WHEN AN EVENT OF DEFAULT
SPECIFIED IN SUBSECTION 8(F) OF THE CREDIT AGREEMENT HAS OCCURRED AND IS
CONTINUING (IN EACH CASE TO THE EXTENT PERMITTED BY APPLICABLE LAW), SUBJECT TO
SUBSECTION 3.2, (X) THE PLEDGOR HEREBY GIVES THE COLLATERAL AGENT THE POWER AND
RIGHT, ON BEHALF OF THE PLEDGOR, WITHOUT NOTICE OR ASSENT BY THE PLEDGOR, TO
EXECUTE, IN CONNECTION WITH ANY SALE PROVIDED FOR IN SUBSECTION 6.3, ANY
INDORSEMENTS, ASSESSMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH
RESPECT TO THE PLEDGED COLLATERAL.
(B)
THE REASONABLE EXPENSES OF THE COLLATERAL AGENT INCURRED IN
CONNECTION WITH ACTIONS UNDERTAKEN AS PROVIDED IN THIS SUBSECTION 7.1, TOGETHER
WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE RATE PER ANNUM AT WHICH
INTEREST WOULD THEN BE PAYABLE ON PAST DUE ABR LOANS, FROM THE DATE OF PAYMENT
BY THE COLLATERAL AGENT TO THE DATE REIMBURSED BY THE PLEDGOR, SHALL BE PAYABLE
BY THE PLEDGOR TO THE COLLATERAL AGENT ON DEMAND.
(C)
THE PLEDGOR HEREBY RATIFIES ALL THAT SAID ATTORNEY SHALL LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
ALL POWERS, AUTHORIZATIONS AND
AGENCIES CONTAINED IN THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE
IRREVOCABLE AS TO THE PLEDGOR UNTIL THIS AGREEMENT IS TERMINATED, AND THE
SECURITY INTERESTS IN THE PLEDGED COLLATERAL OF THE PLEDGOR CREATED HEREBY ARE
RELEASED.
7.2
DUTY OF COLLATERAL AGENT
The Collateral Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Pledged Collateral in its possession, under Section
9-207 of the Code or
12
otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account.
None of the Collateral Agent,
any other Secured Party nor any of their respective officers, directors,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Pledged Collateral or