AND MAY FORTHWITH SELL, LEASE,
LICENSE, ASSIGN, GIVE AN OPTION OR OPTIONS TO PURCHASE, OR SELL OR OTHERWISE
DISPOSE OF AND DELIVER SAID COLLATERAL (OR CONTRACT TO DO SO), OR ANY PART
THEREOF, IN ONE OR MORE PARCELS AT A PUBLIC OR PRIVATE SALE OR SALES, AT ANY
EXCHANGE AT SUCH PRICES AS IT MAY DEEM ACCEPTABLE, FOR CASH OR ON CREDIT OR FOR
FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK. THE ADMINISTRATIVE AGENT
OR ANY LENDER SHALL HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR SALES AND, TO
THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE OR SALES, TO PURCHASE
FOR THE BENEFIT OF THE LENDERS, THE WHOLE OR ANY PART OF SAID COLLATERAL SO
SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION, WHICH EQUITY OF REDEMPTION EACH
BORROWER HEREBY RELEASES. SUCH SALES MAY BE ADJOURNED AND CONTINUED FROM TIME TO
TIME WITH OR WITHOUT NOTICE. THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO
CONDUCT SUCH SALES ON ANY BORROWER'S PREMISES OR ELSEWHERE AND SHALL HAVE THE
RIGHT TO USE ANY BORROWER'S PREMISES WITHOUT CHARGE FOR SUCH TIME OR TIMES AS
THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR ADVISABLE. EACH BORROWER HEREBY
IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE PROXY AND
ATTORNEY-IN-FACT OF SUCH BORROWER WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION
TO DO SO. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY
50
AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL
THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE
APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL
INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES
TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR
WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF
SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF
ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON
(INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF),
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING,
(X) THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT
OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR
ANY DELAY IN DOING SO AND (Y) THE ADMINISTRATIVE AGENT SHALL NOT EXERCISE ANY
SUCH RIGHT WITH RESPECT TO ANY REGULATED SUBSIDIARY UNLESS ANY AND ALL
REGULATORY APPROVALS REQUIRED UNDER APPLICABLE LAW SHALL HAVE BEEN OBTAINED.
(B)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
EACH BORROWER FURTHER AGREES, AT THE ADMINISTRATIVE AGENT'S REQUEST, TO ASSEMBLE
THE COLLATERAL AND MAKE IT AVAILABLE TO THE ADMINISTRATIVE AGENT AT A PLACE OR
PLACES DESIGNATED BY THE ADMINISTRATIVE AGENT, WHETHER AT SUCH BORROWER'S
PREMISES OR ELSEWHERE. UNTIL THE ADMINISTRATIVE AGENT IS