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5.4 Effect of Securities Laws. The Pledgor recognizes that the Administrative Agent may be <br />unable to effect a public sale of any or all of the Pledged Stock by reason of certain prohibitions <br />contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to <br />resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to <br />agree, among other things, to acquire such securities for their own account for investment and not with a <br />view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale <br />may result in prices and other terms less favorable than if such sale were a public sale and, <br />notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made <br />in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a <br />sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register <br />such securities for public sale under the Securities Act, or under applicable state securities laws, even if <br />the Issuer would agree to do so. <br />5.5 Deficiency. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or <br />other disposition of the Collateral are insufficient to pay its Secured Obligations and the reasonable and <br />documented fees and disbursements of any attorneys employed by any Secured Party to collect such <br />deficiency. <br />SECTION 6. POWER OF ATTORNEY AND FURTHER ASSURANCES <br />6.1 Administrative Agent's Appointment as Attorney -in -Fact, Etc. (a) The Pledgor hereby <br />irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full <br />power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in <br />the place and stead of the Pledgor and in the name of the Pledgor or in its own name, for the purpose of <br />carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all <br />documents and instruments which may be necessary or desirable to accomplish the purposes of this <br />Agreement, and, without limiting the generality of the foregoing, the Pledgor hereby gives the <br />Administrative Agent the power and right, on behalf of the Pledgor, without notice to or assent by the <br />Pledgor, to do any or all of the following: <br />(i) in the name of the Pledgor or its own name, or otherwise, take possession of and <br />endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of <br />moneys with respect to any Collateral and file any claim or take any other action or proceeding in <br />any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the <br />purpose of collecting any and all such moneys due with respect to any other Collateral whenever <br />payable; <br />(ii) pay or discharge taxes and Liens levied or placed on or threatened against the <br />Collateral, effect any repairs or purchase any insurance called for by the terms of the Loan <br />Documents and pay all or any part of the premiums therefor and the costs thereof; <br />(iii) execute, in connection with any sale provided for in Section 5.3 or 5_4, any <br />endorsements, assignments or other instruments of conveyance or transfer with respect to the <br />Collateral; and <br />10 <br />NY\5929604.13 <br />