TO DELAY A SALE OF ANY OF THE PLEDGED STOCK FOR THE
PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER THEREOF TO REGISTER SUCH
SECURITIES FOR PUBLIC SALE UNDER THE SECURITIES ACT, OR UNDER APPLICABLE STATE
SECURITIES LAWS, EVEN IF SUCH ISSUER WOULD AGREE TO DO SO.
(C)
SUCH PLEDGOR AGREES TO USE ITS REASONABLE
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 SUCH PLEDGED STOCK PURSUANT
TO THIS SUBSECTION 6.7 VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL
OTHER APPLICABLE REQUIREMENTS OF LAW.
SUCH PLEDGOR FURTHER AGREES THAT A BREACH
OF ANY OF THE COVENANTS CONTAINED IN THIS SUBSECTION 6.7 WILL CAUSE IRREPARABLE
INJURY TO THE REVOLVING COLLATERAL AGENT AND THE LENDERS, THAT THE REVOLVING
COLLATERAL 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 SUBSECTION 6.7 SHALL BE SPECIFICALLY ENFORCEABLE AGAINST SUCH PLEDGOR, AND,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUCH PLEDGOR 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 OR IS
CONTINUING UNDER THE REVOLVING CREDIT AGREEMENT.
38
6.8
WAIVER; DEFICIENCY
EACH GRANTING PARTY
SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE OR OTHER
DISPOSITION OF THE SECURITY COLLATERAL ARE INSUFFICIENT TO PAY IN FULL, THE
LOANS, REIMBURSEMENT OBLIGATIONS CONSTITUTING OBLIGATIONS OF SUCH GRANTING PARTY
AND, TO THE EXTENT THEN DUE AND OWING, ALL OTHER OBLIGATIONS OF SUCH GRANTING
PARTY AND THE REASONABLE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY THE
REVOLVING COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO COLLECT SUCH
DEFICIENCY.
SECTION 7
THE COLLATERAL AGENT
7.1
Revolving Collateral Agent's Appointment as
Attorney-in-Fact, etc.
(A)
EACH GRANTING PARTY HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE REVOLVING 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 SUCH GRANTING PARTY AND IN THE NAME OF SUCH GRANTING PARTY 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, PROVIDED
THAT THE REVOLVING COLLATERAL AGENT AGREES NOT TO EXERCISE SUCH POWER EXCEPT
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, AT ANY TIME WHEN AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING (IN EACH CASE TO THE EXTENT PERMITTED BY
APPLICABLE LAW), (X) EACH PLEDGOR HEREBY GIVES THE REVOLVING COLLATERAL AGENT
THE POWER AND RIGHT, ON BEHALF OF SUCH PLEDGOR, WITHOUT NOTICE