ANY OF THE SECURITY AGENT OR THE OTHER SECURED PARTIES
UNDER THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
ABILITY OF THE SECURITY AGENT OR THE SECURED PARTIES TO EXERCISE THE SAME.
(II) THE SECURITY AGENT SHALL EXECUTE AND DELIVER TO EACH GRANTOR, OR CAUSE TO
BE EXECUTED AND DELIVERED TO SUCH GRANTOR, ALL SUCH PROXIES, POWERS OF ATTORNEY
AND OTHER INSTRUMENTS AS SUCH GRANTOR MAY REASONABLY REQUEST FOR THE PURPOSE OF
ENABLING SUCH GRANTOR TO EXERCISE THE VOTING RIGHTS AND POWERS IT IS ENTITLED TO
EXERCISE PURSUANT TO PARAGRAPH (I) ABOVE AND TO RECEIVE THE CASH DIVIDENDS,
INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS IT IS ENTITLED TO RECEIVE AND RETAIN
PURSUANT TO PARAGRAPH (III) BELOW.
(III) EACH GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL
DIVIDENDS, INTEREST, PRINCIPAL, CASH, INSTRUMENTS AND OTHER PROPERTY AND ALL
DISTRIBUTIONS FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE PAID ON OR
DISTRIBUTED IN RESPECT OF, IN EXCHANGE FOR OR UPON CONVERSION OF, THE PLEDGED
EQUITY INTERESTS OR PLEDGED DEBT SECURITIES TO THE EXTENT AND ONLY TO THE EXTENT
THAT SUCH DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS ARE PERMITTED
BY, AND OTHERWISE PAID OR DISTRIBUTED IN ACCORDANCE WITH, THE TERMS AND
CONDITIONS OF THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND APPLICABLE
LAWS; PROVIDED
13
THAT ANY NONCASH DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT
WOULD CONSTITUTE PLEDGED EQUITY INTERESTS OR PLEDGED DEBT SECURITIES, WHETHER
RESULTING FROM A SUBDIVISION, COMBINATION OR RECLASSIFICATION OF THE OUTSTANDING
EQUITY INTERESTS OF THE ISSUER OF ANY PLEDGED SECURITIES OR RECEIVED IN EXCHANGE
FOR PLEDGED SECURITIES OR ANY PART THEREOF, OR IN REDEMPTION THEREOF, OR AS A
RESULT OF ANY MERGER, CONSOLIDATION, ACQUISITION OR OTHER EXCHANGE OF ASSETS TO
WHICH SUCH ISSUER MAY BE A PARTY OR OTHERWISE, SHALL BE AND BECOME PART OF THE
PLEDGED COLLATERAL, AND, IF RECEIVED BY ANY GRANTOR, SHALL NOT BE COMMINGLED BY
SUCH GRANTOR WITH ANY OF ITS OTHER FUNDS OR PROPERTY BUT SHALL BE HELD SEPARATE
AND APART THEREFROM, SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE SECURITY
AGENT AND SHALL BE FORTHWITH DELIVERED TO THE SECURITY AGENT IN THE SAME FORM AS
SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT).
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
AFTER THE SECURITY AGENT SHALL HAVE NOTIFIED THE GRANTORS IN WRITING OF THE
SUSPENSION OF THEIR RIGHTS UNDER PARAGRAPH (A)(III) ABOVE, ALL RIGHTS OF ANY
GRANTOR TO DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT SUCH
GRANTOR IS AUTHORIZED TO RECEIVE PURSUANT TO PARAGRAPH (A)(III) ABOVE, AND THE
OBLIGATIONS OF THE SECURITY AGENT UNDER PARAGRAPH (A)(II) ABOVE, SHALL CEASE,
AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE SECURITY AGENT, WHICH
SHALL, SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, HAVE THE SOLE AND
EXCLUSIVE RIGHT AND AUTHORITY TO RECEIVE AND RETAIN SUCH DIVIDENDS, INTEREST,
PRINCIPAL OR OTHER DISTRIBUTIONS.
ALL DIVIDENDS, INTEREST, PRINCIPAL OR OTHER
DISTRIBUTIONS RECEIVED BY ANY GRANTOR CONTRARY TO THE PROVISIONS OF THIS
SECTION 3.06 SHALL BE HELD