all such instruments as such Grantor may
reasonably request in order to permit such Grantor to exercise the voting and
other rights which it is entitled to exercise pursuant to Section 9(b)(i)(A)
hereof and to receive the Distributions which it is authorized to receive and
retain pursuant to Section 9(b)(i)(B) hereof.
(iii) Upon the occurrence and during the continuance of any Event of Default:
(A) All rights of each Grantor to exercise the voting and other consensual
rights it would otherwise be entitled to exercise pursuant to Section 9(b)(i)(A)
hereof shall immediately cease, and all such rights shall thereupon become
vested in the Agent, which shall thereupon have the sole right to exercise such
voting and other consensual rights.
(B) All rights of each Grantor to receive Distributions which it would otherwise
be authorized to receive and retain pursuant to Section 9(b)(i)(B) hereof shall
immediately cease and all such rights shall thereupon become vested in the
Agent, which shall thereupon have the sole right to receive and hold as
Collateral such Distributions.
(iv) Each Grantor shall, at its sole cost and expense, from time to time execute
and deliver to the Agent appropriate instruments as the Agent may request in
order to permit the Agent to exercise the voting and other rights which it may
be entitled to exercise pursuant to Section 9(b)(iii)(A) hereof and to receive
all Distributions which it may be entitled to receive under Section 9(b)(iii)(B)
hereof.
(v) All Distributions which are received by any Grantor contrary to the
provisions of Section 9(b)(i)(B) hereof shall be received in trust for the
benefit of the Agent, shall be segregated from other funds of such Grantor and
shall immediately be paid over to the Agent as Collateral in the same form as so
received (with any necessary endorsement).
(c) Defaults, etc.
Each Grantor hereby represents and warrants that (i)
such Grantor is not in default in the payment of any portion of any mandatory
capital contribution, if any, required to be made under any agreement to which
such Grantor is a party relating to the Pledged Securities pledged by it, and
such Grantor is not in violation of any other provisions of any such agreement
to which such Grantor is a party, or otherwise in default or violation
thereunder, (ii) no Securities Collateral pledged by such Grantor is subject to
any defense, offset or counterclaim, nor have any of the foregoing been asserted
or alleged against such Grantor by any person with respect thereto, and (iii) as
of the date hereof, there are no certificates, instruments, documents or other
writings (other than the Organizational Documents and certificates representing
such Pledged Securities that have been delivered to the Agent) which evidence
any Pledged Securities of such Grantor.
(d) Certain Agreements of Grantors As Issuers and Holders of Capital Stock.
(i) In the case of each Grantor which is an issuer of Securities Collateral,
such Grantor agrees to be bound by the terms of this Agreement relating to the
Securities