OF DEFAULT AND WHICH PROXY SHALL ONLY TERMINATE UPON THE PAYMENT IN FULL
OF THE SECURED OBLIGATIONS.
SECTION 9.
Collateral Agent Appointed Attorney-in-Fact.
Each
Pledgor hereby irrevocably appoints Collateral Agent as such Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of such Pledgor, Collateral Agent or otherwise, from time to time in
Collateral Agent's discretion to take any action and to execute any instrument
that Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including without limitation:
16
(A)
TO FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, OR
AMENDMENTS THERETO, RELATIVE TO ALL OR ANY PART OF THE PLEDGED COLLATERAL
WITHOUT THE SIGNATURE OF SUCH PLEDGOR;
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER, COMPOUND, RECEIVE AND GIVE
ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN RESPECT OF
ANY OF THE PLEDGED COLLATERAL;
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO RECEIVE, ENDORSE AND COLLECT ANY INSTRUMENTS MADE PAYABLE TO SUCH
PLEDGOR REPRESENTING ANY DIVIDEND, PRINCIPAL OR INTEREST PAYMENT OR OTHER
DISTRIBUTION IN RESPECT OF THE PLEDGED COLLATERAL OR ANY PART THEREOF AND TO
GIVE FULL DISCHARGE FOR THE SAME;
(D)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS THAT
COLLATERAL AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF ANY OF
THE PLEDGED COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF COLLATERAL AGENT
WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL;
(E)
TO PAY OR DISCHARGE TAXES OR LIENS LEVIED OR PLACED UPON OR
THREATENED AGAINST THE PLEDGED COLLATERAL, THE LEGALITY OR VALIDITY THEREOF AND
THE AMOUNTS NECESSARY TO DISCHARGE THE SAME TO BE DETERMINED BY COLLATERAL AGENT
IN ITS SOLE DISCRETION, ANY SUCH PAYMENTS MADE BY COLLATERAL AGENT TO BECOME
OBLIGATIONS OF SUCH PLEDGOR TO COLLATERAL AGENT, DUE AND PAYABLE IMMEDIATELY
WITHOUT DEMAND;
(F)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, GENERALLY TO SELL, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH RESPECT TO
OR OTHERWISE DEAL WITH ANY OF THE PLEDGED COLLATERAL AS FULLY AND COMPLETELY AS
THOUGH COLLATERAL AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO
DO, AT COLLATERAL AGENT'S OPTION AND SUCH PLEDGOR'S EXPENSE, AT ANY TIME OR FROM
TIME TO TIME, ALL ACTS AND THINGS THAT COLLATERAL AGENT DEEMS NECESSARY TO
PROTECT, PRESERVE OR REALIZE UPON THE PLEDGED COLLATERAL AND COLLATERAL AGENT'S
SECURITY INTEREST THEREIN IN ORDER TO EFFECT THE INTENT OF THIS AGREEMENT, ALL
AS FULLY AND EFFECTIVELY AS SUCH PLEDGOR MIGHT DO; AND
(G)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO OBTAIN AND ADJUSTED INSURANCE REQUIRED TO BE MAINTAINED BY SUCH
PLEDGOR.
However, Collateral Agent shall have no obligation to do any of the foregoing or
to take any actions relating to the Pledged Collateral,