APPLICABLE STATE SECURITIES LAWS, EVEN IF SUCH ISSUER WOULD AGREE
TO DO SO.
(B)
EACH GRANTOR AGREES TO USE ITS BEST EFFORTS TO DO OR CAUSE TO BE
DONE ALL SUCH OTHER ACTS AS MAY BE NECESSARY TO MAKE SUCH SALE OR SALES OF ALL
OR ANY PORTION OF THE PLEDGED EQUITY PURSUANT TO THIS SECTION 6.7 VALID AND
BINDING AND IN COMPLIANCE WITH APPLICABLE LAW. EACH GRANTOR FURTHER AGREES THAT
A BREACH OF ANY OF THE COVENANTS CONTAINED IN THIS SECTION 6.7 WILL CAUSE
IRREPARABLE INJURY TO THE ADMINISTRATIVE AGENT AND THE LENDERS, THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS HAVE NO ADEQUATE REMEDY AT LAW IN RESPECT
OF SUCH BREACH AND, AS A CONSEQUENCE, THAT EACH AND EVERY COVENANT CONTAINED IN
THIS SECTION 6.7 SHALL BE SPECIFICALLY ENFORCEABLE AGAINST SUCH GRANTOR, AND
SUCH GRANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN
ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO
EVENT OF DEFAULT HAS OCCURRED UNDER THE CREDIT AGREEMENT.
6.8
WAIVER; DEFICIENCY. EACH GRANTOR WAIVES AND AGREES NOT TO ASSERT
ANY RIGHTS OR PRIVILEGES WHICH IT MAY ACQUIRE UNDER SECTION 9-626 OF THE UCC.
EACH GRANTOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE
OR OTHER DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO PAY THE OBLIGATIONS
IN FULL AND THE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER TO COLLECT SUCH DEFICIENCY.
SECTION 7
THE ADMINISTRATIVE AGENT.
7.1
ADMINISTRATIVE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT, ETC.
(A) EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE
AGENT AND ANY 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 SUCH GRANTOR AND IN THE NAME OF SUCH GRANTOR 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 WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF
THIS AGREEMENT, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
GRANTOR HEREBY GIVES THE ADMINISTRATIVE AGENT THE POWER AND RIGHT, ON BEHALF OF
AND AT THE EXPENSE OF SUCH GRANTOR, WITHOUT NOTICE TO OR ASSENT BY SUCH GRANTOR,
TO DO ANY OR ALL OF THE FOLLOWING:
(I)
IN THE NAME OF SUCH GRANTOR OR ITS OWN NAME, OR OTHERWISE, TAKE
POSSESSION OF AND INDORSE AND COLLECT ANY CHECKS, DRAFTS, NOTES, ACCEPTANCES OR
OTHER INSTRUMENTS FOR THE PAYMENT OF MONEYS DUE UNDER ANY RECEIVABLE OR WITH
RESPECT TO ANY OTHER COLLATERAL AND FILE ANY CLAIM OR TAKE ANY OTHER ACTION OR
PROCEEDING IN ANY COURT OF LAW OR EQUITY OR OTHERWISE DEEMED APPROPRIATE BY THE
ADMINISTRATIVE AGENT FOR THE PURPOSE OF COLLECTING ANY AND ALL SUCH MONEYS DUE
UNDER ANY RECEIVABLE OR WITH RESPECT TO ANY OTHER COLLATERAL WHENEVER PAYABLE;
20
(II)
IN THE CASE OF ANY INTELLECTUAL PROPERTY, EXECUTE AND DELIVER,
AND