PAGE OF THIS AGREEMENT.
SECTION 5.
FURTHER ASSURANCES. THE PLEDGOR AGREES THAT AT ANY TIME AND
FROM TIME TO TIME, AT THE EXPENSE OF THE PLEDGOR, THE PLEDGOR WILL PROMPTLY
EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER
ACTION, THAT MAY BE NECESSARY OR THAT THE SECURED PARTY MAY REASONABLY REQUEST,
IN ORDER TO PERFECT AND PROTECT THE SECURITY INTEREST OR TO ENABLE THE SECURED
PARTY TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO
ANY COLLATERAL (BUT ANY FAILURE TO REQUEST OR ASSURE THAT THE PLEDGOR EXECUTE
AND DELIVER SUCH INSTRUMENTS OR DOCUMENTS OR TO TAKE SUCH ACTION SHALL NOT
AFFECT OR IMPAIR THE VALIDITY, SUFFICIENCY OR ENFORCEABILITY OF THIS AGREEMENT
AND THE SECURITY INTEREST, REGARDLESS OF WHETHER ANY SUCH ITEM WAS OR WAS NOT
EXECUTED AND DELIVERED OR ACTION TAKEN IN A SIMILAR CONTEXT OR ON A PRIOR
OCCASION).
SECTION 6.
VOTING RIGHTS; DIVIDENDS; ETC.
6(A)
SUBJECT TO PARAGRAPH (D) OF THIS SECTION 6, THE PLEDGOR SHALL BE
ENTITLED TO EXERCISE OR REFRAIN FROM EXERCISING ANY AND ALL VOTING AND OTHER
CONSENSUAL RIGHTS PERTAINING TO THE PLEDGED SHARES OR ANY OTHER STOCK THAT
BECOMES PART OF THE COLLATERAL OR ANY PART THEREOF FOR ANY PURPOSE NOT
INCONSISTENT WITH THE TERMS OF THIS AGREEMENT OR THE CREDIT AGREEMENT; PROVIDED,
HOWEVER, THAT THE PLEDGOR SHALL NOT EXERCISE OR REFRAIN FROM EXERCISING ANY SUCH
RIGHT IF SUCH ACTION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON THE VALUE OF THE COLLATERAL OR ANY MATERIAL PART THEREOF AS SUCH
(WHICH SHALL NOT BE DEEMED, FOR PURPOSES OF THIS SECTION 6, TO INCLUDE ACTIONS
WHICH EFFECT OR MAY EFFECT THE UNDERLYING VALUE OF THE RESPECTIVE ISSUER
THEREOF,
SUCH AS ACTIONS TO APPROVE A MERGER, STATUTORY EXCHANGE OR ASSET
DISPOSITION NOT PROHIBITED BY THE CREDIT AGREEMENT AND ACTIONS TO ELECT
DIRECTORS).
6(B)
SUBJECT TO PARAGRAPH (E) OF THIS SECTION 6, THE PLEDGOR SHALL BE
ENTITLED TO RECEIVE, RETAIN, AND USE IN ANY MANNER NOT PROHIBITED BY THE CREDIT
AGREEMENT ANY AND ALL DIVIDENDS PAID IN RESPECT OF THE COLLATERAL.
6(C)
THE SECURED PARTY SHALL EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED
AND DELIVERED) TO THE PLEDGOR ALL SUCH PROXIES AND OTHER INSTRUMENTS AS THE
PLEDGOR MAY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING THE PLEDGOR TO
EXERCISE THE VOTING AND OTHER RIGHTS THAT
IT IS ENTITLED TO EXERCISE PURSUANT
TO SECTION 6(A) HEREOF AND TO RECEIVE THE DIVIDENDS THAT IT IS AUTHORIZED TO
RECEIVE AND RETAIN PURSUANT TO SECTION 6(B) HEREOF.
6(D)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, THE SECURED PARTY SHALL HAVE THE RIGHT IN ITS SOLE DISCRETION, AND THE
PLEDGOR SHALL EXECUTE AND
4
DELIVER ALL SUCH PROXIES AND OTHER INSTRUMENTS AS MAY BE NECESSARY OR
APPROPRIATE TO GIVE EFFECT TO SUCH RIGHT, TO TERMINATE ALL RIGHTS OF THE PLEDGOR
TO EXERCISE OR REFRAIN FROM EXERCISING THE VOTING AND OTHER CONSENSUAL RIGHTS
THAT IT WOULD OTHERWISE BE ENTITLED TO EXERCISE PURSUANT TO SECTION 6(A)