GRANTORS THAT THEIR RIGHTS UNDER THIS SECTION 2.06
ARE BEING SUSPENDED:
(I) EACH GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING AND/OR OTHER
CONSENSUAL RIGHTS AND POWERS INURING TO AN OWNER OF PLEDGED SECURITIES OR ANY
PART THEREOF FOR ANY PURPOSE NOT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT,
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, PROVIDED THAT SUCH RIGHTS AND
POWERS SHALL NOT BE EXERCISED IN ANY MANNER THAT COULD MATERIALLY AND ADVERSELY
AFFECT THE RIGHTS INURING TO A HOLDER OF ANY PLEDGED SECURITIES OR THE RIGHTS
AND REMEDIES OF ANY OF THE ADMINISTRATIVE AGENT OR THE OTHER SECURED PARTIES
UNDER THIS AGREEMENT OR THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
ABILITY OF THE SECURED PARTIES TO EXERCISE THE SAME.
(II) THE ADMINISTRATIVE 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 AND/OR CONSENSUAL RIGHTS
AND POWERS IT IS ENTITLED TO EXERCISE PURSUANT TO SUBPARAGRAPH (I) ABOVE
(INCLUDING FOR THE PURPOSE OF REINSTATING ANY SUCH RIGHTS AND POWERS AFTER THE
CURE OR WAIVER OF ANY EVENT OF DEFAULT).
(III) EACH GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL
DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS PAID ON OR DISTRIBUTED IN
RESPECT OF THE PLEDGED 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
THAT ANY NONCASH DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT
WOULD CONSTITUTE PLEDGED STOCK 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 ADMINISTRATIVE
AGENT AND SHALL BE FORTHWITH DELIVERED TO THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT SHALL HAVE NOTIFIED THE GRANTORS OF THE
SUSPENSION
9
OF THEIR RIGHTS UNDER PARAGRAPH (A)(III) OF THIS SECTION 2.06, THEN ALL RIGHTS
OF ANY GRANTOR TO DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT
SUCH GRANTOR IS AUTHORIZED TO RECEIVE PURSUANT TO PARAGRAPH (A)(III) OF THIS
SECTION 2.06 SHALL CEASE, AND ALL SUCH RIGHTS