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.
(C)
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 ANY SALE 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 ADMINISTRATIVE AGENT AND THE LENDERS, THAT THE ADMINISTRATIVE 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 SECTION 6.7 SHALL BE
SPECIFICALLY ENFORCEABLE AGAINST SUCH GRANTOR, AND SUCH GRANTOR HEREBY WAIVES
AND AGREES NOT TO ASSERT ANY DEFENSE AGAINST AN ACTION FOR SPECIFIC PERFORMANCE
OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO EVENT OF DEFAULT HAS OCCURRED
UNDER THE CREDIT AGREEMENT.
6.8
WAIVER; DEFICIENCY.
EACH GRANTOR WAIVES AND
AGREES NOT TO ASSERT ANY RIGHT OR PRIVILEGE 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 SECURED OBLIGATIONS IN FULL AND THE FEES AND
DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY THE ADMINISTRATIVE AGENT OR ANY
LENDER TO COLLECT SUCH DEFICIENCY.
6.9
SPECIAL PROVISIONS RELATING TO BERMUDA
PLEDGED EQUITY.
(A)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING AND THE
ADMINISTRATIVE AGENT SHALL GIVE NOTICE OF ITS INTENT TO EXERCISE SUCH POWERS TO
THE RELEVANT GRANTOR OR GRANTORS, THE POWER OF SALE AND OTHER POWERS SPECIFIED
IN SECTION 30 OF THE CONVEYANCING ACT 1983 OF BERMUDA (APPLIED IN RESPECT OF
PERSONAL PROPERTY AS WELL AS REAL PROPERTY) SHALL BE IMMEDIATELY EXERCISABLE
AND, WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE ADMINISTRATIVE
AGENT MAY, DURING THE EXISTENCE OF AN EVENT OF DEFAULT (BUT
22
without limiting the provisions of Section 6.3), appoint by instrument any
Person to be a receiver or one of the receivers of the Bermuda Pledged Equity
(collectively, the "Receiver") and remove the Receiver so appointed and appoint
another or others in its stead.
(B)
THE COMPANY HEREBY WAIVES THE ENTITLEMENT CONFERRED BY SECTION 29 OF
THE CONVEYANCING ACT 1983 OF BERMUDA (TO THE EXTENT APPLICABLE) AND AGREES THAT
SECTION 31 OF THAT ACT (TO THE EXTENT APPLICABLE) SHALL NOT APPLY TO THE
SECURITY CREATED BY THIS AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, THE POWERS OF
THE ADMINISTRATIVE AGENT BY VIRTUE OF THIS AGREEMENT SHALL NOT BE LIMITED TO
THOSE SPECIFIED IN SECTION 30 OF THE CONVEYANCING ACT 1983.
SECTION 7
THE ADMINISTRATIVE AGENT.
7.1
ADMINISTRATIVE AGENT'S APPOINTMENT AS
ATTORNEY-IN-FACT, ETC.
(A) EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS