OF ANY PLEDGOR TO
EXERCISE THE VOTING AND CONSENSUAL RIGHTS AND POWERS IT IS ENTITLED TO EXERCISE
PURSUANT TO PARAGRAPH (A)(I) OF THIS SECTION 5, AND THE OBLIGATIONS OF THE
COLLATERAL AGENT UNDER PARAGRAPH (A)(II) OF THIS SECTION 5, SHALL CEASE, AND ALL
SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE COLLATERAL AGENT, WHICH SHALL
HAVE THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO EXERCISE SUCH VOTING,
MANAGERIAL AND CONSENSUAL RIGHTS AND POWERS. AFTER ALL EVENTS OF DEFAULT HAVE
BEEN CURED OR WAIVED, SUCH PLEDGOR WILL HAVE THE RIGHT TO EXERCISE THE VOTING
AND CONSENSUAL RIGHTS AND POWERS THAT IT WOULD OTHERWISE BE ENTITLED TO EXERCISE
PURSUANT TO THE TERMS OF PARAGRAPH (A)(I) ABOVE.
AFTER ANY AND ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED, (I) PLEDGOR SHALL
HAVE THE RIGHT TO EXERCISE THE VOTING, MANAGERIAL AND OTHER CONSENSUAL RIGHTS
AND POWERS THAT IT WOULD OTHERWISE BE ENTITLED TO PURSUANT TO THIS AGREEMENT AND
TO RECEIVE THE PAYMENTS, PROCEEDS, DIVIDENDS, DISTRIBUTIONS, MONIES,
COMPENSATION, PROPERTY, ASSETS, INSTRUMENTS OR RIGHTS THAT IT WOULD BE
AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO THIS AGREEMENT; AND (II) PROMPTLY
AFTER SUCH CURE OR WAIVER, THE AGENT SHALL REPAY AND DELIVER TO PLEDGOR ALL CASH
AND MONIES THAT SUCH PLEDGOR IS ENTITLED TO RETAIN PURSUANT TO THIS AGREEMENT
WHICH HAVE NOT BEEN APPLIED TO THE REPAYMENT OF THE OBLIGATIONS PURSUANT TO THE
SECURITY AGREEMENT OR THE CREDIT AGREEMENT.
5
SECTION 6.
REMEDIES UPON EVENT OF DEFAULT. UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SUBJECT TO APPLICABLE REGULATORY
AND LEGAL REQUIREMENTS, THE COLLATERAL AGENT MAY SELL OR OTHERWISE DISPOSE OF
THE SECURITIES COLLATERAL, OR ANY PART THEREOF, AT PUBLIC OR PRIVATE SALE OR AT
ANY BROKER'S BOARD OR ON ANY SECURITIES EXCHANGE, FOR CASH, UPON CREDIT OR FOR
FUTURE DELIVERY AS THE COLLATERAL AGENT SHALL DEEM APPROPRIATE; PROVIDED THAT
ANY DISPOSITION OF SECURITIES COLLATERAL BY PRIVATE SALE BE DEEMED TO HAVE BEEN
MADE IN A COMMERCIALLY REASONABLE MANNER. EACH SUCH PURCHASER AT ANY SUCH SALE
SHALL HOLD THE PROPERTY SOLD ABSOLUTELY FREE FROM ANY CLAIM OR RIGHT ON THE PART
OF ANY PLEDGOR, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGORS
HEREBY WAIVE ALL RIGHTS OF REDEMPTION, STAY, VALUATION AND APPRAISAL ANY PLEDGOR
NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE
NOW EXISTING OR HEREAFTER ENACTED.
The Collateral Agent shall give a Pledgor ten (10) Business Days' prior written
notice (which each Pledgor agrees is reasonable notice within the meaning of
Section 9-611 of the Uniform Commercial Code as in effect in the State of New
York or its equivalent in other jurisdictions (the "UCC")) of the Collateral
Agent's intention to make any sale or other disposition of such Pledgor's
Securities Collateral. Such notice, in the case of a public sale, shall state
the time and place for such sale and, in the case of a sale at a broker's board
or on a securities exchange, shall state