THE
SECURED PARTY SHALL BE UNDER NO OBLIGATION TO DELAY A SALE OF ANY OF THE PLEDGED
EQUITY FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER THEREOF TO REGISTER
SUCH SECURITIES OR OTHER INTERESTS FOR PUBLIC SALE UNDER THE SECURITIES ACT, OR
UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF SUCH ISSUER WOULD AGREE TO DO
SO.
(B)
EACH GRANTOR AGREES TO USE ITS 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 THE PLEDGED EQUITY PURSUANT TO THIS
SECTION 6.7 VALID AND BINDING AND IN COMPLIANCE WITH APPLICABLE 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 SECURED PARTY, THAT THE SECURED
PARTY HAS 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
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WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN ACTION FOR SPECIFIC
PERFORMANCE OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO DEFAULT OR POTENTIAL
TERMINATION EVENT HAS OCCURRED UNDER THE MASTER ISDAS.
6.8
WAIVER; DEFICIENCY.
EACH GRANTOR WAIVES AND
AGREES NOT TO ASSERT ANY RIGHTS OR PRIVILEGES WHICH IT MAY ACQUIRE UNDER
SECTION 9-626 OF THE UCC. EACH GRANTOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF
THE PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT
TO PAY THE ISDA OBLIGATIONS IN FULL AND THE FEES AND DISBURSEMENTS OF ANY
ATTORNEYS EMPLOYED BY THE SECURED PARTY TO COLLECT SUCH DEFICIENCY.
6.9
COLLATERAL ACCESS.
THE SECURED PARTY SHALL
BE GRANTED ACCESS TO THE GRANTORS' RECORDS AND BILLINGS SYSTEMS AND SHALL BE
GRANTED, AT THE GRANTORS' EXPENSE, LICENSES (INCLUDING SOFTWARE UPDATES) TO
ALLOW THE SECURED PARTY TO REALIZE THE VALUE OF ALL CONTRACTS.
IN NO EVENT
SHALL THE SECURED PARTY DISCLOSE TO ANY THIRD PARTIES ANY OF THE GRANTORS'
TECHNOLOGY INFRASTRUCTURE WITHOUT THE WRITTEN CONSENT OF THE APPLICABLE GRANTOR.
SECTION 7
SECURED PARTY.
7.1
SECURED PARTY'S APPOINTMENT AS
ATTORNEY-IN-FACT, ETC.
(A) EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS THE SECURED PARTY 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 SECURED PARTY THE POWER AND RIGHT, ON
BEHALF OF AND AT THE EXPENSE OF SUCH GRANTOR, WITHOUT NOTICE TO OR ASSENT BY
SUCH GRANTOR, TO DO ANY OR ALL OF THE FOLLOWING: