BY A
CERTIFICATE.
(B)
THE GRANTORS FURTHER ACKNOWLEDGE AND AGREE THAT (I) EACH INTEREST IN ANY
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP THAT IS A DOMESTIC SUBSIDIARY
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY STATE THEREOF OR
THE DISTRICT OF COLUMBIA, PLEDGED HEREUNDER AND NOT REPRESENTED BY A CERTIFICATE
SHALL NOT BE A "SECURITY" WITHIN THE MEANING OF ARTICLE 8 OF THE NEW YORK UCC
AND SHALL NOT BE GOVERNED BY ARTICLE 8 OF THE NEW YORK UCC, AND (II) THE
GRANTORS SHALL AT NO TIME ELECT TO TREAT ANY SUCH INTEREST AS A "SECURITY"
WITHIN THE MEANING OF ARTICLE 8 OF THE NEW YORK UCC OR CAUSE OR PERMIT THE
ISSUANCE OF ANY CERTIFICATE REPRESENTING SUCH INTEREST, UNLESS THE APPLICABLE
GRANTOR OR GRANTORS PROVIDE PRIOR WRITTEN NOTIFICATION TO THE COLLATERAL AGENT
AND IMMEDIATELY DELIVER ANY SUCH CERTIFICATE TO THE COLLATERAL AGENT UNDER THIS
AGREEMENT.
SECTION 3.05.
REGISTRATION IN NOMINEE NAME; DENOMINATIONS.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT, ON
BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT TO HOLD THE PLEDGED
SECURITIES IN ITS OWN NAME AS PLEDGEE, THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS
SUB-AGENT) OR THE NAME OF THE APPLICABLE GRANTOR, ENDORSED OR ASSIGNED IN BLANK
OR IN FAVOR OF THE COLLATERAL AGENT.
THE COLLATERAL AGENT SHALL, UPON
REASONABLE REQUEST AND FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, HAVE THE RIGHT TO EXCHANGE THE CERTIFICATES REPRESENTING
PLEDGED SECURITIES FOR CERTIFICATES OF SMALLER OR LARGER DENOMINATIONS FOR ANY
PURPOSE CONSISTENT WITH THIS AGREEMENT.
10
SECTION 3.06.
VOTING RIGHTS; DIVIDENDS AND INTEREST.
(A)
UNLESS AND UNTIL AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND THE COLLATERAL AGENT
SHALL HAVE PROVIDED WRITTEN NOTICE TO THE GRANTORS THAT THEIR RIGHTS IN RESPECT
OF THE PLEDGED SECURITIES UNDER THIS SECTION ARE BEING SUSPENDED:
(I) EACH GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING AND/OR OTHER
RIGHTS AND POWERS INURING TO AN OWNER OF PLEDGED SECURITIES OR ANY PART THEREOF
FOR ANY PURPOSE CONSISTENT WITH THE TERMS OF THIS AGREEMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(II) THE COLLATERAL AGENT SHALL EXECUTE AND DELIVER TO EACH GRANTOR, OR CAUSE TO
BE EXECUTED AND DELIVERED TO SUCH GRANTOR, ALL SUCH PROXIES, POWERS OF ATTORNEY,
CERTIFICATES AND OTHER INSTRUMENTS AS SUCH GRANTOR MAY REASONABLY REQUEST FOR
THE PURPOSE OF ENABLING SUCH GRANTOR TO (A) EXERCISE THE VOTING AND/OR RIGHTS
AND POWERS IT IS ENTITLED TO EXERCISE PURSUANT TO SUBPARAGRAPH (I) ABOVE,
(B) RECEIVE DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS IT IS
ENTITLED TO RECEIVE PURSUANT TO CLAUSE (III) BELOW AND (C) SELL, TRANSFER OR
OTHERWISE DISPOSE OF PLEDGED COLLATERAL TO THE EXTENT PERMITTED UNDER THE CREDIT
AGREEMENT.
(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,