CEASE, AND ALL SUCH RIGHTS
SHALL THEREUPON BECOME VESTED IN THE ADMINISTRATIVE AGENT, WHICH SHALL THEREUPON
HAVE THE SOLE RIGHT TO EXERCISE SUCH VOTING AND OTHER CONSENSUAL RIGHTS.
(II)
ALL RIGHTS OF EACH PLEDGOR TO RECEIVE
DISTRIBUTIONS WHICH IT WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN
PURSUANT TO SECTION 5.2(A)(II) HEREOF SHALL CEASE AND ALL SUCH RIGHTS SHALL
THEREUPON BECOME VESTED IN THE ADMINISTRATIVE AGENT, WHICH SHALL THEREUPON HAVE
THE SOLE RIGHT TO RECEIVE AND HOLD AS PLEDGED COLLATERAL SUCH DISTRIBUTIONS;
provided, that, upon a waiver or cure, if any, of such Event of Default, the
rights of the Pledgor under such Sections 5.2(a)(i) and 5.2 (a)(ii) shall revert
to such Pledgor.
(C)
EACH PLEDGOR SHALL, AT ITS SOLE COST AND
EXPENSE, FROM TIME TO TIME EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT
APPROPRIATE INSTRUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST IN
ORDER TO PERMIT THE ADMINISTRATIVE AGENT TO EXERCISE THE VOTING AND OTHER RIGHTS
WHICH IT MAY BE ENTITLED TO EXERCISE PURSUANT TO SECTION 5.2(B)(I) HEREOF AND TO
RECEIVE ALL DISTRIBUTIONS WHICH IT MAY BE ENTITLED TO RECEIVE UNDER
SECTION 5.2(B)(II) HEREOF.
(D)
ALL DISTRIBUTIONS WHICH ARE RECEIVED BY ANY
PLEDGOR CONTRARY TO THE PROVISIONS OF SECTION 5.2(A)(II) OR
SECTION 5.2(B)(II) HEREOF SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT, SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH
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PLEDGOR AND SHALL IMMEDIATELY BE PAID OVER TO THE ADMINISTRATIVE AGENT AS
PLEDGED COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
ENDORSEMENT).
Section 5.3
Operative Agreements.
Each
Pledgor has delivered to the Administrative Agent true, correct and complete
copies of the Operative Agreements.
The Operative Agreements are in full force
and effect, have not as of the date hereof been amended or modified except as
disclosed to the Administrative Agent, and there is no existing default by any
party thereunder or any event which, with the giving of notice or passage of
time or both, would constitute a default by any party thereunder.
Each Pledgor
shall deliver to the Administrative Agent a copy of any notice of default given
or received by it under any Operative Agreement within ten (10) days after such
Pledgor gives or receives such notice.
No Pledgor will terminate or agree to
terminate any Operative Agreement or make any amendment or modification to any
Operative Agreement except as expressly permitted by the terms of the Credit
Agreement.
Section 5.4
Defaults, etc.
Such Pledgor 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
Pledgor is a party relating to the Pledged Securities pledged by it, and such
Pledgor is not in violation of any other provisions of any such agreement to
which such Pledgor is a party, or otherwise in default or violation thereunder.
No Securities Collateral pledged by such Pledgor is subject to any defense,
offset or counterclaim, nor have any of the foregoing been asserted or alleged