SPECIFICALLY ENFORCEABLE AGAINST SUCH PLEDGOR, AND
EACH PLEDGOR HEREBY WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES AGAINST AN
ACTION FOR SPECIFIC PERFORMANCE OF SUCH COVENANTS EXCEPT FOR A DEFENSE THAT NO
EVENT OF DEFAULT HAS OCCURRED UNDER THE CREDIT AGREEMENT.
12
Waiver, Deficiency.
Each Pledgor waives, to the extent permitted by Applicable
Law, all rights of redemption, appraisement, valuation, stay, extension or
moratorium now or hereafter in force under any Applicable Law in order to
prevent or delay the enforcement of this Agreement or the absolute sale of the
Collateral or any portion thereof.
Each Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.
ARTICLE VI
THE ADMINISTRATIVE AGENT
Administrative Agent's Appointment as Attorney-In-Fact, etc.
(A)
EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS THE ADMINISTRATIVE AGENT 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 PLEDGOR AND IN
THE NAME OF SUCH PLEDGOR 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 PLEDGOR HEREBY GIVES THE ADMINISTRATIVE AGENT THE POWER
AND RIGHT, ON BEHALF OF SUCH PLEDGOR, WITHOUT NOTICE TO OR ASSENT BY SUCH
PLEDGOR, TO DO ANY OR ALL OF THE FOLLOWING:
(I)
PAY OR DISCHARGE TAXES AND LIENS LEVIED
OR PLACED ON OR THREATENED AGAINST THE COLLATERAL, EFFECT ANY REPAIRS OR ANY
INSURANCE CALLED FOR BY THE TERMS OF THIS AGREEMENT AND PAY ALL OR ANY PART OF
THE PREMIUMS THEREFOR AND THE COSTS THEREOF,
(II)
EXECUTE, IN CONNECTION WITH ANY SALE
PROVIDED FOR IN SECTION 5.4 OR SECTION 5.5, ANY ENDORSEMENTS, ASSIGNMENTS OR
OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH RESPECT TO THE COLLATERAL; AND
(III)
(A) DIRECT ANY PARTY LIABLE FOR ANY PAYMENT
UNDER ANY OF THE COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO
BECOME DUE THEREUNDER DIRECTLY TO THE ADMINISTRATIVE AGENT OR AS THE
ADMINISTRATIVE AGENT SHALL DIRECT; (B) ASK OR DEMAND FOR, COLLECT, AND RECEIVE
PAYMENT OF AND RECEIPT FOR, ANY AND ALL MONEYS, CLAIMS AND OTHER AMOUNTS DUE OR
TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT OF ANY COLLATERAL;
(C) COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR PROCEEDINGS AT LAW OR IN EQUITY
IN ANY COURT OF COMPETENT JURISDICTION TO COLLECT THE COLLATERAL OR ANY PORTION
THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF ANY COLLATERAL; (D) DEFEND
ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST ANY PLEDGOR WITH RESPECT TO ANY
COLLATERAL; (E) SETTLE, COMPROMISE OR ADJUST