PERMIT THE
REGISTRANT TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE ACT, OR UNDER
APPLICABLE STATE SECURITIES LAWS, EVEN IF EACH PLEDGOR WOULD AGREE TO DO SO.
11
(E)
ANY CASH HELD BY THE ADMINISTRATIVE AGENT AS PLEDGED COLLATERAL
AND ALL CASH PROCEEDS RECEIVED BY THE ADMINISTRATIVE AGENT IN RESPECT OF ANY
SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF THE
PLEDGED COLLATERAL MAY, IN THE REASONABLE DISCRETION OF THE ADMINISTRATIVE
AGENT, BE HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR, AND/OR THEN OR AT
ANY TIME THEREAFTER BE APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 12 HEREOF) IN WHOLE OR IN PART BY THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES IN THEIR INDIVIDUAL
AND VARIOUS AGENCY CAPACITIES AND ANY OTHER HOLDER OF ANY SECURED OBLIGATIONS
AGAINST, ALL OR ANY PART OF THE SECURED OBLIGATIONS IN ACCORDANCE WITH THE TERMS
HEREOF.
ANY SURPLUS OF SUCH CASH OR CASH PROCEEDS HELD BY THE ADMINISTRATIVE
AGENT AND REMAINING AFTER PAYMENT IN FULL OF ALL THE SECURED OBLIGATIONS SHALL
BE PAID OVER TO THE PLEDGORS OR TO WHOMSOEVER MAY BE LAWFULLY ENTITLED TO
RECEIVE SUCH SURPLUS.
(F)
EACH PLEDGOR AGREES THAT FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT IT WILL NOT AT ANY TIME PLEAD, CLAIM OR TAKE
THE BENEFIT OF ANY APPRAISAL, VALUATION, STAY, EXTENSION, MORATORIUM OR
REDEMPTION LAW NOW OR HEREAFTER IN FORCE IN ORDER TO PREVENT OR DELAY THE
ENFORCEMENT OF THIS PLEDGE AGREEMENT, OR THE ABSOLUTE SALE OF THE WHOLE OR ANY
PART OF THE PLEDGED COLLATERAL OR THE POSSESSION THEREOF BY ANY PURCHASER AT ANY
SALE HEREUNDER, AND EACH PLEDGOR WAIVES THE BENEFIT OF ALL SUCH LAWS TO THE
EXTENT IT LAWFULLY MAY DO SO.
EACH PLEDGOR AGREES THAT IT WILL NOT INTERFERE
WITH ANY RIGHT, POWER AND REMEDY OF THE ADMINISTRATIVE AGENT PROVIDED FOR IN
THIS PLEDGE AGREEMENT OR NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR BY
STATUTE OR OTHERWISE, OR THE EXERCISE OR BEGINNING OF THE EXERCISE BY THE
ADMINISTRATIVE AGENT OF ANY ONE OR MORE OF SUCH RIGHTS, POWERS, OR REMEDIES.
NO
FAILURE OR DELAY ON THE PART OF THE ADMINISTRATIVE AGENT TO EXERCISE ANY SUCH
RIGHT, POWER OR REMEDY AND NO NOTICE OR DEMAND WHICH MAY BE GIVEN TO OR MADE
UPON ANY PLEDGOR BY THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY SUCH REMEDIES
SHALL OPERATE AS A WAIVER THEREOF, OR LIMIT OR IMPAIR THE ADMINISTRATIVE AGENT'S
RIGHT TO TAKE ANY ACTION OR TO EXERCISE ANY POWER OR REMEDY HEREUNDER, WITHOUT
NOTICE OR DEMAND, OR PREJUDICE ITS RIGHTS AS AGAINST ANY PLEDGOR IN ANY
RESPECT.
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PLEDGOR WAIVES
ALL CLAIMS, DAMAGES AND DEMANDS AGAINST THE ADMINISTRATIVE AGENT ARISING OUT OF
THE REPOSSESSION, RETENTION OR SALE OF THE PLEDGED COLLATERAL.
11.
POWER OF ATTORNEY.
EACH PLEDGOR APPOINTS THE ADMINISTRATIVE AGENT, OR ANY
OTHER PERSON WHOM THE ADMINISTRATIVE AGENT MAY DESIGNATE, AS EACH PLEDGOR'S