OF ALL OR ANY PORTION OF THE PLEDGED STOCK PURSUANT TO THIS
SECTION 6.7 VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL OTHER
APPLICABLE REQUIREMENTS OF 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 OTHER SECURED PARTIES, THAT THE
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES 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 AND IS CONTINUING UNDER THE
CREDIT AGREEMENT.
6.8
Deficiency.
Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.
21
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 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
REASONABLY 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;
(II)
IN THE CASE OF ANY INTELLECTUAL PROPERTY, EXECUTE AND
DELIVER, AND HAVE RECORDED, ANY AND ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND
PAPERS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO EVIDENCE THE
ADMINISTRATIVE AGENT'S AND THE OTHER SECURED PARTIES' SECURITY INTEREST IN SUCH
INTELLECTUAL PROPERTY AND THE GOODWILL AND GENERAL INTANGIBLES OF SUCH GRANTOR
RELATING THERETO OR REPRESENTED THEREBY;
(III)
PAY OR DISCHARGE TAXES AND LIENS LEVIED OR PLACED ON OR