CONTROLLED BY IT, PERMIT THE ISSUER OF ANY OF ITS PLEDGED STOCK TO ISSUE ANY
STOCK, ANY RIGHT TO RECEIVE STOCK OR ANY RIGHT TO RECEIVE EARNINGS, EXCEPT TO AN
ASSIGNOR OR IN A MANNER THAT DOES NOT DILUTE ASSIGNOR'S OWNERSHIP INTEREST OR
RIGHTS IN SUCH ISSUER.
(C)
REGISTRATION OF PLEDGED STOCK.
AT ANY TIME AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH ASSIGNOR WILL, TO THE
EXTENT PERMITTED BY THE REQUIREMENTS OF LAW, PERMIT ANY REGISTERABLE PLEDGED
STOCK TO BE REGISTERED IN THE NAME OF THE COLLATERAL AGENT OR ITS NOMINEE AT THE
OPTION OF THE COLLATERAL AGENT.
16
(D)
EXERCISE OF RIGHTS IN PLEDGED STOCK.
SUBJECT TO ARTICLE VIII,
EACH ASSIGNOR WILL PERMIT THE COLLATERAL AGENT OR ITS NOMINEE AT ANY TIME AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT
NOTICE, TO EXERCISE ALL VOTING AND CORPORATE RIGHTS RELATING TO THE PLEDGED
STOCK, INCLUDING, WITHOUT LIMITATION, EXCHANGE, SUBSCRIPTION OR ANY OTHER
RIGHTS, PRIVILEGES, OR OPTIONS PERTAINING TO ANY SHARES OF THE PLEDGED STOCK AND
THE STOCK RIGHTS AS IF IT WERE THE ABSOLUTE OWNER THEREOF.
ARTICLE VII
PROVISIONS CONCERNING ALL COLLATERAL
SECTION 7.1.
PROTECTION OF COLLATERAL AGENT'S SECURITY.
EACH ASSIGNOR
COVENANTS THAT IT WILL DO NOTHING TO IMPAIR THE RIGHTS OF THE COLLATERAL AGENT
IN THE COLLATERAL.
IF ANY ASSIGNOR SHALL FAIL TO INSURE ANY INVENTORY AND
EQUIPMENT CONSTITUTING COLLATERAL IN ACCORDANCE WITH THE TERMS OF SECTION 7.8 OF
THE CREDIT AGREEMENT, THE COLLATERAL AGENT SHALL HAVE THE RIGHT (BUT SHALL BE
UNDER NO OBLIGATION) TO PROCURE SUCH COMMERCIALLY REASONABLE INSURANCE AND SUCH
ASSIGNOR AGREES TO REIMBURSE THE COLLATERAL AGENT FOR ALL COSTS AND EXPENSES OF
PROCURING SUCH COMMERCIALLY REASONABLE INSURANCE, AND THE COLLATERAL AGENT MAY
APPLY ANY PROCEEDS OF SUCH INSURANCE IN ACCORDANCE WITH SECTION 8.4.
EACH
ASSIGNOR ASSUMES ALL LIABILITY AND RESPONSIBILITY IN CONNECTION WITH THE
COLLATERAL ACQUIRED BY IT AND THE LIABILITY OF SUCH ASSIGNOR TO SATISFY ITS
OBLIGATIONS SHALL IN NO WAY BE AFFECTED OR DIMINISHED BY REASON OF THE FACT THAT
SUCH COLLATERAL MAY BE LOST, DESTROYED, STOLEN, DAMAGED OR FOR ANY REASON
WHATSOEVER UNAVAILABLE TO SUCH ASSIGNOR, EXCEPT DUE TO THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE COLLATERAL AGENT.
SECTION 7.2.
WAREHOUSE RECEIPTS NON-NEGOTIABLE; THIRD PARTY
ACKNOWLEDGEMENT.
EACH ASSIGNOR AGREES THAT IF ANY WAREHOUSE RECEIPT OR RECEIPT
IN THE NATURE OF A WAREHOUSE RECEIPT IS ISSUED WITH RESPECT TO ANY OF ITS
INVENTORY, SUCH WAREHOUSE RECEIPT OR RECEIPT IN THE NATURE THEREOF SHALL EITHER
(A) NOT BE "NEGOTIABLE" (AS SUCH TERM IS USED IN SECTION 7-104 OF THE CODE AS IN
EFFECT IN ANY RELEVANT JURISDICTION OR UNDER OTHER RELEVANT LAW), OR (B) IF
NEGOTIABLE, THE SECURITY INTERESTS OF THE COLLATERAL AGENT IN SUCH WAREHOUSE
RECEIPT SHALL BE PERFECTED TO THE REASONABLE SATISFACTION OF THE COLLATERAL
AGENT.
IN NO EVENT WILL COLLATERAL WITH A FAIR MARKET VALUE GREATER THAN
$5,000,000 BE LOCATED AT ANY SUCH THIRD-PARTY THAT HAS NOT SO ACKNOWLEDGED THAT
SUCH ASSETS CONSTITUTE COLLATERAL HEREWITH.
EACH ASSIGNOR WILL