THE EXTENT THEY ARE NOT PROHIBITED BY THE FINANCING
AGREEMENT, MAY BE RETAINED BY THE APPLICABLE PLEDGOR IN ACCORDANCE WITH SECTION
4 AND USED IN THE ORDINARY COURSE OF SUCH PLEDGOR'S BUSINESS.
(E)
IF AT ANY TIME AND FROM TIME TO TIME ANY PLEDGED COLLATERAL CONSISTS OF AN
UNCERTIFICATED SECURITY OR A SECURITY IN BOOK ENTRY FORM, THEN THE APPLICABLE
PLEDGOR SHALL IMMEDIATELY CAUSE SUCH PLEDGED COLLATERAL TO BE REGISTERED OR
ENTERED, AS THE CASE MAY BE, IN THE NAME OF SECURED PARTY, FOR THE BENEFIT OF
THE LENDERS, OR OTHERWISE CAUSE THE SECURITY INTEREST HELD BY SECURED PARTY, FOR
THE BENEFIT OF THE LENDERS, TO BE PERFECTED IN ACCORDANCE WITH APPLICABLE LAW.
5
4.
VOTING RIGHTS AND DIVIDENDS.
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 4(B), EACH PLEDGOR SHALL BE
ENTITLED TO EXERCISE ANY AND ALL VOTING, MANAGEMENT AND OTHER CONSENSUAL RIGHTS
PERTAINING TO THE PLEDGED COLLATERAL OR ANY PART THEREOF FOR ANY PURPOSE NOT
INCONSISTENT WITH THE TERMS OF THE LOAN DOCUMENTS AND SHALL BE ENTITLED TO
RECEIVE AND RETAIN ANY CASH DIVIDENDS OR DISTRIBUTIONS PAID IN RESPECT OF THE
PLEDGED COLLATERAL, IF AND TO THE EXTENT THEY ARE NOT PROHIBITED BY THE
FINANCING AGREEMENT.
(B)
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND SECURED PARTY
HAS NOTIFIED IN WRITING ANY PLEDGOR OF ITS ELECTION TO DIVEST SUCH PLEDGOR OF
THE RIGHTS DESCRIBED IN SECTION 4(A), ALL RIGHTS OF EACH SUCH PLEDGOR TO
EXERCISE THE VOTING AND OTHER CONSENSUAL RIGHTS OR RECEIVE AND RETAIN CASH
DIVIDENDS OR DISTRIBUTIONS THAT IT WOULD OTHERWISE BE ENTITLED TO EXERCISE OR
RECEIVE AND RETAIN, AS APPLICABLE PURSUANT TO SECTION 4(A), SHALL CEASE, AND ALL
SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN SECURED PARTY, FOR THE BENEFIT OF
THE LENDER GROUP, WHO SHALL THEREUPON HAVE THE SOLE RIGHT TO EXERCISE SUCH
VOTING OR OTHER CONSENSUAL RIGHTS AND TO RECEIVE AND RETAIN SUCH CASH DIVIDENDS
AND DISTRIBUTIONS WITH RESPECT TO SUCH PLEDGOR.
UPON THE RECEIPT OF SUCH
WRITTEN NOTICE, EACH SUCH PLEDGOR SHALL EXECUTE AND DELIVER (OR CAUSE TO BE
EXECUTED AND DELIVERED) TO SECURED PARTY ALL SUCH PROXIES AND OTHER INSTRUMENTS
AS SECURED PARTY MAY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING SECURED
PARTY TO EXERCISE THE VOTING AND OTHER RIGHTS WHICH IT IS ENTITLED TO EXERCISE
AND TO RECEIVE THE DIVIDENDS AND DISTRIBUTIONS THAT IT IS ENTITLED TO RECEIVE
AND RETAIN PURSUANT TO THE PRECEDING SENTENCE.
5.
Representations and Warranties.
Each Pledgor represents, warrants, and
covenants as follows:
(A)
SUCH PLEDGOR HAS TAKEN ALL STEPS IT DEEMS NECESSARY OR APPROPRIATE TO BE
INFORMED ON A CONTINUING BASIS OF CHANGES OR POTENTIAL CHANGES AFFECTING THE
PLEDGED COLLATERAL (INCLUDING RIGHTS OF CONVERSION AND EXCHANGE, RIGHTS TO
SUBSCRIBE, PAYMENT OF DIVIDENDS, REORGANIZATIONS OR RECAPITALIZATION, TENDER
OFFERS AND VOTING RIGHTS), AND EACH PLEDGOR AGREES THAT NO MEMBER OF THE LENDER
GROUP SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR INFORMING ANY PLEDGOR OF
ANY SUCH CHANGES OR POTENTIAL CHANGES OR FOR TAKING ANY ACTION OR OMITTING TO
TAKE ANY ACTION WITH RESPECT THERETO;