AN EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, AT ANY TIME AT THE ADMINISTRATIVE AGENT'S
ELECTION, THE ADMINISTRATIVE AGENT MAY APPLY ALL OR ANY PART OF THE COLLATERAL
OR ANY PROCEEDS OF THE COLLATERAL IN PAYMENT IN WHOLE OR IN PART OF THE
OBLIGATIONS (AFTER DEDUCTING ALL REASONABLE COSTS AND EXPENSES OF EVERY KIND
INCURRED IN CONNECTION THEREWITH OR INCIDENTAL TO THE CARE OR SAFEKEEPING OF ANY
OF THE COLLATERAL OR IN ANY WAY RELATING TO THE COLLATERAL OR THE RIGHTS OF THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREUNDER, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) IN ACCORDANCE WITH SECTION 11.4 OF
THE CREDIT AGREEMENT.
ANY BALANCE OF SUCH PROCEEDS REMAINING AFTER SHALL BE
PAID OVER TO THE BORROWER, ON BEHALF OF THE GRANTORS, OR TO WHOMSOEVER (IF SUCH
PERSON IS NOT A GRANTOR) MAY BE LAWFULLY ENTITLED TO RECEIVE THE SAME. ONLY
AFTER (I) THE PAYMENT BY THE ADMINISTRATIVE AGENT OF ANY OTHER AMOUNT REQUIRED
BY ANY PROVISION OF LAW, INCLUDING, WITHOUT LIMITATION, SECTION 9-610 AND
SECTION 9-615 OF THE UCC AND (II) THE PAYMENT IN FULL OF THE OBLIGATIONS AND THE
TERMINATION OF THE COMMITMENTS, SHALL THE ADMINISTRATIVE AGENT ACCOUNT FOR THE
SURPLUS, IF ANY, TO ANY GRANTOR, OR TO WHOMEVER MAY BE LAWFULLY ENTITLED TO
RECEIVE THE SAME (IF SUCH PERSON IS NOT A GRANTOR).
SECTION 5.5.
WAIVER, DEFICIENCY.
EACH GRANTOR HEREBY 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 GRANTOR 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
SECTION 6.1.
ADMINISTRATIVE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.
(A)
EACH GRANTOR 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 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 ADMINISTRATIVE AGENT THE POWER AND
RIGHT, ON BEHALF OF SUCH GRANTOR, WITHOUT NOTICE TO OR ASSENT BY SUCH GRANTOR,
TO DO ANY OR ALL OF THE FOLLOWING UPON THE OCCURRENCE AND CONTINUATION OF AN
EVENT OF DEFAULT:
(I)
IN THE NAME OF SUCH GRANTOR OR ITS OWN NAME, OR OTHERWISE, TAKE
POSSESSION OF AND INDORSE AND COLLECT ANY