PROPERTY IN THIS
AGREEMENT OR ELSEWHERE HEREIN OR IN THE CREDIT AGREEMENT, EACH GRANTOR SHALL BE
ENTITLED TO EXERCISE OR REFRAIN FROM EXERCISING ANY AND ALL VOTING AND OTHER
CONSENSUAL RIGHTS PERTAINING TO THE INVESTMENT RELATED PROPERTY OR ANY PART
THEREOF FOR ANY PURPOSE NOT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT OR THE
CREDIT AGREEMENT; PROVIDED, NO GRANTOR SHALL EXERCISE OR REFRAIN FROM EXERCISING
ANY SUCH RIGHT IF SUCH ACTION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT
20
ON THE VALUE OF THE INVESTMENT RELATED PROPERTY OR ANY PART THEREOF; IT BEING
UNDERSTOOD, HOWEVER, THAT NEITHER THE VOTING BY SUCH GRANTOR OF ANY PLEDGED
STOCK FOR, OR SUCH GRANTOR'S CONSENT TO, THE ELECTION OF DIRECTORS (OR SIMILAR
GOVERNING BODY) AT A REGULARLY SCHEDULED ANNUAL OR OTHER MEETING OF STOCKHOLDERS
OR WITH RESPECT TO ORDINARY COURSE OF BUSINESS MATTERS AT ANY SUCH MEETING, NOR
SUCH GRANTOR'S CONSENT TO OR APPROVAL OF ANY ACTION OTHERWISE PERMITTED UNDER
THIS AGREEMENT AND THE CREDIT AGREEMENT, SHALL BE DEEMED INCONSISTENT WITH THE
TERMS OF THIS AGREEMENT OR THE CREDIT AGREEMENT WITHIN THE MEANING OF THIS
SECTION 6.6(B)(I) AND NO NOTICE OF ANY SUCH VOTING OR CONSENT NEED BE GIVEN TO
THE COLLATERAL AGENT; AND
(II)
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT AND AFTER THE COLLATERAL AGENT HAS GIVEN THE
APPLICABLE GRANTOR NOTICES:
(1)
ALL RIGHTS OF EACH GRANTOR TO EXERCISE OR
REFRAIN FROM EXERCISING THE VOTING AND OTHER CONSENSUAL RIGHTS WHICH IT WOULD
OTHERWISE BE ENTITLED TO EXERCISE PURSUANT HERETO SHALL CEASE AND ALL SUCH
RIGHTS SHALL THEREUPON BECOME VESTED IN THE COLLATERAL AGENT WHO SHALL THEREUPON
HAVE THE SOLE RIGHT TO EXERCISE SUCH VOTING AND OTHER CONSENSUAL RIGHTS; AND
(2)
IN ORDER TO PERMIT THE COLLATERAL AGENT TO
EXERCISE THE VOTING AND OTHER CONSENSUAL RIGHTS WHICH IT MAY BE ENTITLED TO
EXERCISE PURSUANT HERETO AND TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS
WHICH IT MAY BE ENTITLED TO RECEIVE HEREUNDER: (1) EACH GRANTOR SHALL PROMPTLY
EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED AND DELIVERED) TO THE COLLATERAL
AGENT ALL PROXIES, DIVIDEND PAYMENT ORDERS AND OTHER INSTRUMENTS AS THE
COLLATERAL AGENT MAY FROM TIME TO TIME REASONABLY REQUEST AND (2) EACH GRANTOR
ACKNOWLEDGES THAT THE COLLATERAL AGENT MAY UTILIZE THE POWER OF ATTORNEY SET
FORTH IN SECTION 8.1;
(C)
EXCEPT AS EXPRESSLY PERMITTED BY THE CREDIT
AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, IT SHALL
NOT VOTE TO ENABLE OR TAKE ANY OTHER ACTION TO: (I) AMEND OR TERMINATE ANY
PARTNERSHIP AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT, CERTIFICATE OF
INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS IN ANY WAY THAT
MATERIALLY ADVERSELY AFFECTS THE RIGHTS OF SUCH GRANTOR WITH RESPECT TO ANY
INVESTMENT RELATED PROPERTY OR MATERIALLY ADVERSELY AFFECTS THE VALIDITY,
PERFECTION OR PRIORITY OF THE COLLATERAL AGENT'S SECURITY INTEREST, (II) PERMIT
ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO ISSUE ANY ADDITIONAL STOCK,
PARTNERSHIP INTERESTS, LIMITED LIABILITY COMPANY INTERESTS OR OTHER EQUITY
INTERESTS OF ANY NATURE OR TO ISSUE SECURITIES CONVERTIBLE