YORK, NEW YORK (TO THE
EXTENT THAT SUCH OFFER MAY BE ADVERTISED WITHOUT PRIOR REGISTRATION UNDER THE
SECURITIES ACT OF 1933), OR (II) MADE PRIVATELY IN THE MANNER DESCRIBED ABOVE
SHALL BE DEEMED TO INVOLVE A "PUBLIC SALE" UNDER THE UCC, NOTWITHSTANDING THAT
SUCH SALE MAY NOT CONSTITUTE A "PUBLIC OFFERING" UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE ADMINISTRATIVE AGENT MAY, IN SUCH EVENT, BID FOR THE
PURCHASE OF SUCH PLEDGED COLLATERAL.
(D)
RETENTION OF PLEDGED COLLATERAL.
IN ADDITION TO THE RIGHTS AND
REMEDIES HEREUNDER, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE
ADMINISTRATIVE AGENT MAY, AFTER PROVIDING THE NOTICES REQUIRED BY SECTIONS 9-620
AND 9-621 OF THE UCC (OR ANY SUCCESSOR SECTIONS OF THE UCC) OR OTHERWISE
COMPLYING WITH THE REQUIREMENTS OF APPLICABLE LAW OF THE RELEVANT JURISDICTION,
RETAIN ALL OR ANY PORTION OF THE PLEDGED COLLATERAL IN SATISFACTION OF THE
PLEDGOR OBLIGATIONS.
UNLESS AND UNTIL THE ADMINISTRATIVE AGENT SHALL HAVE
PROVIDED SUCH NOTICES, HOWEVER, THE ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO
HAVE RETAINED ANY PLEDGED COLLATERAL IN SATISFACTION OF ANY PLEDGOR OBLIGATIONS
FOR ANY REASON.
(E)
DEFICIENCY.
IN THE EVENT THAT THE PROCEEDS OF ANY SALE,
COLLECTION OR REALIZATION ARE INSUFFICIENT TO PAY ALL AMOUNTS TO WHICH THE
ADMINISTRATIVE AGENT OR OTHER SECURED PARTIES ARE LEGALLY ENTITLED IN RESPECT OF
THE PLEDGOR OBLIGATIONS, THE PLEDGORS SHALL REMAIN JOINTLY AND SEVERALLY LIABLE
FOR SUCH DEFICIENCY, TOGETHER WITH INTEREST, COSTS OF COLLECTION, ATTORNEYS'
FEES AND SUCH OTHER AMOUNTS, IN EACH CASE AS ARE PROVIDED FOR IN
THE CREDIT AGREEMENT.
ANY SURPLUS REMAINING AFTER THE FULL PAYMENT AND
SATISFACTION OF THE PLEDGOR OBLIGATIONS SHALL BE RETURNED TO THE PLEDGORS OR TO
WHOMSOEVER A COURT OF COMPETENT JURISDICTION SHALL DETERMINE TO BE ENTITLED
THERETO.
10.
RIGHTS OF THE ADMINISTRATIVE AGENT.
(A)
POWER OF ATTORNEY.
IN ADDITION TO OTHER POWERS OF ATTORNEY
CONTAINED HEREIN, EACH PLEDGOR HEREBY DESIGNATES AND APPOINTS THE ADMINISTRATIVE
AGENT, ON BEHALF OF THE SECURED PARTIES, 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 CONTINUANCE OF AN EVENT OF DEFAULT:
(A)
TO DEMAND, COLLECT, SETTLE, COMPROMISE, ADJUST AND GIVE DISCHARGES
AND RELEASES CONCERNING THE PLEDGED COLLATERAL OF SUCH PLEDGOR, ALL AS THE
ADMINISTRATIVE AGENT MAY REASONABLY DETERMINE;
(B)
TO COMMENCE AND PROSECUTE ANY ACTIONS AT ANY COURT FOR THE
PURPOSES OF COLLECTING ANY OF THE PLEDGED COLLATERAL OF SUCH PLEDGOR AND
ENFORCING ANY OTHER RIGHT IN RESPECT THEREOF;
(C)
TO DEFEND, SETTLE, ADJUST OR COMPROMISE ANY ACTION, SUIT OR
PROCEEDING BROUGHT AND, IN CONNECTION THEREWITH, GIVE SUCH DISCHARGE OR RELEASE
AS THE ADMINISTRATIVE AGENT MAY DEEM REASONABLY APPROPRIATE;
(D)
TO PAY OR DISCHARGE TAXES, LIENS, SECURITY INTERESTS, OR OTHER
ENCUMBRANCES LEVIED OR PLACED ON OR THREATENED AGAINST THE PLEDGED COLLATERAL OF
SUCH PLEDGOR;
(E)
TO DIRECT ANY PARTIES LIABLE FOR ANY PAYMENT UNDER ANY OF THE
PLEDGED COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONIES DUE