FOR
REVOLVING LOANS THAT ARE BASE RATE LOANS, TOGETHER WITH REASONABLE COSTS OF
COLLECTION AND REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS.
ANY SURPLUS
REMAINING AFTER THE FULL PAYMENT AND SATISFACTION OF THE OBLIGATIONS SHALL BE
RETURNED TO THE PLEDGORS OR TO WHOMSOEVER A COURT OF COMPETENT JURISDICTION
SHALL DETERMINE TO BE ENTITLED THERETO.
9.
RIGHTS OF THE COLLATERAL AGENT.
(A)
POWER OF ATTORNEY.
IN ADDITION TO OTHER POWERS OF ATTORNEY
CONTAINED HEREIN, EACH PLEDGOR HEREBY DESIGNATES AND APPOINTS THE COLLATERAL
AGENT, ON BEHALF OF THE HOLDERS OF THE OBLIGATIONS, AND EACH OF ITS DESIGNEES OR
AGENTS, AS ATTORNEY-IN-FACT OF SUCH PLEDGOR, IRREVOCABLY AND WITH POWER OF
SUBSTITUTION, WITH AUTHORITY TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT:
(I)
TO DEMAND, COLLECT, SETTLE, COMPROMISE AND ADJUST, AND GIVE
DISCHARGES AND RELEASES CONCERNING THE PLEDGED COLLATERAL, ALL AS THE COLLATERAL
AGENT MAY REASONABLY DEEM APPROPRIATE;
(II)
TO COMMENCE AND PROSECUTE ANY ACTIONS AT ANY COURT FOR THE
PURPOSES OF COLLECTING ANY OF THE PLEDGED COLLATERAL AND ENFORCING ANY OTHER
RIGHT IN RESPECT THEREOF;
8
(III)
TO DEFEND, SETTLE OR COMPROMISE ANY ACTION BROUGHT AND, IN
CONNECTION THEREWITH, GIVE SUCH DISCHARGE OR RELEASE AS THE COLLATERAL AGENT MAY
REASONABLY DEEM APPROPRIATE;
(IV)
TO PAY OR DISCHARGE TAXES, LIENS, SECURITY INTERESTS OR OTHER
ENCUMBRANCES LEVIED OR PLACED ON OR THREATENED AGAINST THE PLEDGED COLLATERAL;
(V)
TO DIRECT ANY PARTIES LIABLE FOR ANY PAYMENT IN CONNECTION WITH
ANY OF THE PLEDGED COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONIES DUE AND TO
BECOME DUE THEREUNDER DIRECTLY TO THE COLLATERAL AGENT OR AS THE COLLATERAL
AGENT SHALL DIRECT;
(VI)
TO RECEIVE PAYMENT OF AND RECEIPT FOR ANY AND ALL MONIES, CLAIMS,
AND OTHER AMOUNTS DUE AND TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT
OF ANY PLEDGED COLLATERAL;
(VII)
TO SIGN AND ENDORSE ANY DRAFTS, ASSIGNMENTS, PROXIES, STOCK
POWERS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS RELATING TO THE PLEDGED
COLLATERAL;
(VIII)
TO EXECUTE AND DELIVER ALL ASSIGNMENTS, CONVEYANCES, STATEMENTS,
FINANCING STATEMENTS, RENEWAL FINANCING STATEMENTS, SECURITY AND PLEDGE
AGREEMENTS, AFFIDAVITS, NOTICES AND OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS
THAT THE COLLATERAL AGENT MAY REASONABLY DEEM APPROPRIATE IN ORDER TO PERFECT
AND MAINTAIN THE SECURITY INTERESTS AND LIENS GRANTED IN THIS PLEDGE AGREEMENT
AND IN ORDER TO FULLY CONSUMMATE ALL OF THE TRANSACTIONS CONTEMPLATED THEREIN;
(IX)
TO EXCHANGE ANY OF THE PLEDGED COLLATERAL OR OTHER PROPERTY UPON
ANY MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR OTHER
READJUSTMENT OF THE ISSUER THEREOF AND, IN CONNECTION THEREWITH, DEPOSIT ANY OF
THE PLEDGED COLLATERAL WITH ANY COMMITTEE, DEPOSITORY, TRANSFER AGENT, REGISTRAR
OR OTHER DESIGNATED AGENCY UPON SUCH TERMS AS THE COLLATERAL AGENT MAY
REASONABLY DEEM APPROPRIATE;
(X)
TO VOTE FOR A SHAREHOLDER RESOLUTION, OR TO SIGN AN INSTRUMENT IN
WRITING, SANCTIONING THE TRANSFER OF ANY OR ALL OF THE PLEDGED COLLATERAL INTO
THE NAME OF THE COLLATERAL AGENT OR ONE OR MORE OF THE HOLDERS OF THE
OBLIGATIONS OR INTO THE NAME OF ANY TRANSFEREE TO WHOM