PLEDGOR HAS AND WILL, AT ITS OWN COST AND EXPENSE, DEFEND THE
TITLE TO ITS PLEDGED COLLATERAL AND THE LIENS OF THE ADMINISTRATIVE AGENT
THEREON AGAINST THE CLAIM OF ANY PERSON AND WILL MAINTAIN AND PRESERVE SUCH
LIENS.
(E)
SUCH PLEDGOR WILL PAY ALL TAXES, ASSESSMENTS AND CHARGES LEVIED,
ASSESSED OR IMPOSED UPON ITS PLEDGED COLLATERAL BEFORE THE SAME BECOME
DELINQUENT OR BECOME LIENS UPON ANY OF ITS PLEDGED COLLATERAL EXCEPT FOR
PERMITTED ENCUMBRANCES, EXCEPT WHERE THE SAME MAY BE CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
7
7.
ADJUSTMENTS AND DISTRIBUTIONS CONCERNING PLEDGED COLLATERAL.
SHOULD THE
PLEDGED COLLATERAL, OR ANY PART THEREOF, EVER BE CONVERTED IN ANY MANNER BY ANY
PLEDGOR INTO ANOTHER TYPE OF PROPERTY OR ANY MONEY OR OTHER PROCEEDS EVER BE
PAID OR DELIVERED TO ANY PLEDGOR AS A RESULT OF SUCH PLEDGOR'S RIGHTS IN THE
PLEDGED COLLATERAL, THEN IN ANY SUCH EVENT (EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 8 HEREOF), ALL SUCH PROPERTY, MONEY AND OTHER PROCEEDS SHALL PROMPTLY BE
AND BECOME PART OF THE PLEDGED COLLATERAL, AND EACH PLEDGOR COVENANTS AND AGREES
TO FORTHWITH PAY AND DELIVER ALL MONEY SO RECEIVED TO THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, AS PLEDGED COLLATERAL HEREUNDER IN
ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED CREDIT AGREEMENT;
AND, IF THE ADMINISTRATIVE AGENT DEEMS IT REASONABLY NECESSARY AND SO REQUESTS,
TO PROPERLY ENDORSE, ASSIGN OR TRANSFER ANY AND ALL SUCH OTHER PROCEEDS TO THE
ADMINISTRATIVE AGENT AND TO DELIVER TO THE ADMINISTRATIVE AGENT ANY AND ALL SUCH
OTHER PROCEEDS WHICH REQUIRE PERFECTION BY POSSESSION UNDER THE UCC.
WITH
RESPECT TO ANY OF SUCH PROPERTY OF A KIND REQUIRING AN ADDITIONAL SECURITY
AGREEMENT, FINANCING STATEMENT OR OTHER WRITING TO PERFECT A SECURITY INTEREST
THEREIN IN FAVOR OF THE ADMINISTRATIVE AGENT, EACH PLEDGOR WILL FORTHWITH
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT, OR CAUSE TO BE EXECUTED AND
DELIVERED TO THE ADMINISTRATIVE AGENT, WHATEVER THE ADMINISTRATIVE AGENT SHALL
REASONABLY DEEM NECESSARY OR PROPER FOR SUCH PURPOSES.
8.
PLEDGORS' RIGHTS; TERMINATION OF RIGHTS.
(A)
AS LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING:
(I)
EACH PLEDGOR SHALL HAVE THE RIGHT, FROM TIME TO TIME, TO VOTE AND
GIVE CONSENTS WITH RESPECT TO ITS PLEDGED COLLATERAL OR ANY PART THEREOF FOR ALL
PURPOSES
PERMITTED BY THE AMENDED AND RESTATED CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENTS; PROVIDED, THAT, WITHOUT LIMITATION OF THE FOREGOING, NO VOTE
SHALL BE CAST, AND NO CONSENT SHALL BE GIVEN OR ACTION TAKEN BY ANY PLEDGOR
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT THAT WOULD
AUTHORIZE OR EFFECT (EXCEPT IF AND TO THE EXTENT EXPRESSLY PERMITTED BY THE
AMENDED AND RESTATED CREDIT AGREEMENT AND SUBJECT TO THE FIDUCIARY DUTIES OF THE
BOARD OF DIRECTORS (OR EQUIVALENT PERSONS) OF SUCH ISSUER): (A) THE DISSOLUTION
OR LIQUIDATION, IN WHOLE OR IN PART, OF ANY ISSUER OF THE PLEDGED COLLATERAL,
(B) THE CONSOLIDATION OR MERGER OF ANY ISSUER OF THE PLEDGED