AND TO BECOME DUE
THEREUNDER DIRECTLY TO THE ADMINISTRATIVE AGENT OR AS THE ADMINISTRATIVE AGENT
SHALL DIRECT;
(F)
TO RECEIVE PAYMENT OF AND RECEIPT FOR ANY AND ALL MONIES, CLAIMS,
AND OTHER AMOUNTS DUE AND TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT
OF ANY PLEDGED COLLATERAL OF SUCH PLEDGOR;
(G)
TO SIGN AND ENDORSE ANY DRAFTS, ASSIGNMENTS, PROXIES, STOCK
POWERS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS RELATING TO THE PLEDGED
COLLATERAL OF SUCH PLEDGOR;
(H)
TO EXECUTE AND DELIVER ALL ASSIGNMENTS, CONVEYANCES, STATEMENTS,
FINANCING STATEMENTS, RENEWAL FINANCING STATEMENTS, PLEDGE AGREEMENTS,
AFFIDAVITS, NOTICES AND OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS THAT THE
ADMINISTRATIVE AGENT MAY DETERMINE NECESSARY IN ORDER TO PERFECT AND MAINTAIN
THE SECURITY INTERESTS AND LIENS
GRANTED IN THIS PLEDGE AGREEMENT AND IN ORDER TO FULLY CONSUMMATE ALL OF THE
TRANSACTIONS CONTEMPLATED HEREIN;
(I)
TO EXCHANGE ANY OF THE PLEDGED COLLATERAL OF SUCH PLEDGOR OR
OTHER PROPERTY UPON ANY MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION
OR OTHER READJUSTMENT OF THE ISSUER THEREOF AND, IN CONNECTION THEREWITH,
DEPOSIT ANY OF THE PLEDGED COLLATERAL OF SUCH PLEDGOR WITH ANY COMMITTEE,
DEPOSITORY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY UPON SUCH TERMS
AS THE ADMINISTRATIVE AGENT MAY DETERMINE;
(J)
TO VOTE FOR A SHAREHOLDER OR MEMBER RESOLUTION, OR TO SIGN AN
INSTRUMENT IN WRITING, SANCTIONING THE TRANSFER OF ANY OR ALL OF THE PLEDGED
EQUITY INTERESTS OF SUCH PLEDGOR INTO THE NAME OF THE ADMINISTRATIVE AGENT OR
ONE OR MORE OF THE LENDERS OR INTO THE NAME OF ANY TRANSFEREE TO WHOM THE
PLEDGED EQUITY INTERESTS OF SUCH PLEDGOR OR ANY PART THEREOF MAY BE SOLD
PURSUANT TO SECTION 9 HEREOF; AND
(K)
TO DO AND PERFORM ALL SUCH OTHER ACTS AND THINGS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY DEEM TO BE NECESSARY, PROPER OR CONVENIENT
IN CONNECTION WITH THE PLEDGED COLLATERAL OF SUCH PLEDGOR.
This power of attorney is a power coupled with an interest and shall be
irrevocable for so long as any of the Pledgor Obligations remain outstanding
(other than any such obligations which by the terms thereof are stated to
survive termination of the Loan Documents) or any Loan Document is in effect.
The Administrative Agent shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Administrative Agent in this Pledge Agreement and
shall not be liable for any failure to do so or any delay in doing so.
The
Administrative Agent shall not be liable for any act or omission or for any
error of judgment or any mistake of fact or law in its individual capacity or
its capacity as attorney-in-fact except acts or omissions resulting from its
gross negligence, willful misconduct or breach in bad faith of its obligations
under this Pledge Agreement or any other Loan Document.
This power of attorney
is conferred on the Administrative Agent solely to protect, preserve and realize
upon its security interest in the Pledged Collateral.
(B)
ASSIGNMENT BY THE ADMINISTRATIVE