HEREOF,
AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE SECURED PARTY WHO SHALL
THEREUPON HAVE THE SOLE RIGHT TO EXERCISE OR REFRAIN FROM EXERCISING SUCH VOTING
AND OTHER CONSENSUAL RIGHTS; PROVIDED, HOWEVER, THAT THE SECURED PARTY SHALL NOT
BE DEEMED TO POSSESS OR HAVE CONTROL OVER ANY VOTING RIGHTS WITH RESPECT TO ANY
COLLATERAL (AND THE PLEDGOR SHALL HAVE NO OBLIGATION TO EXECUTE OR DELIVER ANY
PROXIES OR OTHER INSTRUMENTS) UNLESS AND UNTIL THE SECURED PARTY HAS GIVEN
WRITTEN NOTICE TO THE PLEDGOR THAT ANY FURTHER EXERCISE OF SUCH VOTING RIGHTS BY
THE PLEDGOR IS PROHIBITED AND THAT THE SECURED PARTY AND/OR ITS ASSIGNS WILL
HENCEFORTH EXERCISE SUCH VOTING RIGHTS; AND PROVIDED, FURTHER, THAT NEITHER THE
REGISTRATION OF ANY ITEM OF COLLATERAL IN THE SECURED PARTY'S NAME NOR THE
EXERCISE OF ANY VOTING RIGHTS WITH RESPECT THERETO SHALL BE DEEMED TO CONSTITUTE
A RETENTION BY THE SECURED PARTY OF ANY SUCH COLLATERAL IN SATISFACTION OF THE
OBLIGATIONS OR ANY PART THEREOF.
6(E)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, WITHOUT NOTICE FROM THE SECURED PARTY:
(I)
ALL RIGHTS OF THE PLEDGOR TO RECEIVE THE DIVIDENDS THAT IT WOULD
OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO SECTION 6 (B) HEREOF
SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE SECURED
PARTY, FOR THE RATABLE BENEFIT OF THE SECURED PARTY AND THE LENDERS, WHO SHALL
THEREUPON HAVE THE SOLE RIGHT TO RECEIVE AND HOLD SUCH DIVIDENDS AS COLLATERAL,
AND
(II)
ALL PAYMENTS OF DIVIDENDS THAT ARE RECEIVED BY THE PLEDGOR
CONTRARY TO THE PROVISIONS OF PARAGRAPH (I) OF THIS SECTION 6 (E) SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF THE SECURED PARTY, SHALL BE SEGREGATED FROM
OTHER FUNDS OF THE PLEDGOR AND SHALL BE FORTHWITH PAID OVER TO THE SECURED PARTY
AS COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY INDORSEMENT).
SECTION 7.
TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES.
7(A)
EXCEPT AS MAY BE PERMITTED BY THE CREDIT AGREEMENT, THE PLEDGOR AGREES
THAT IT WILL NOT (I) SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR
OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, ANY OF THE
COLLATERAL, OR (II) CREATE OR PERMIT TO EXIST ANY LIEN, UPON OR WITH RESPECT TO
ANY OF THE COLLATERAL.
UPON ANY SALE, ASSIGNMENT OR OTHER DISPOSITION OF ANY OF
THE COLLATERAL PERMITTED BY THE AMENDED AND RESTATED CREDIT AGREEMENT, SUCH
COLLATERAL SHALL BE CONSIDERED, AUTOMATICALLY AND WITHOUT ANY FURTHER ACTION ON
THE PART OF THE PLEDGOR OR THE SECURED PARTY, TO BE RELEASED FROM THE SECURITY
INTEREST, THE SECURED PARTY SHALL RETURN TO THE PLEDGOR SUCH COLLATERAL IF THEN
IN ITS POSSESSION (TOGETHER WITH ALL RELATED INSTRUMENTS OF TRANSFER AND
ASSIGNMENTS IN BLANK), AND THE SECURED PARTY SHALL, UPON THE REQUEST AND AT THE
EXPENSE OF THE PLEDGOR, THEREAFTER PROMPTLY EXECUTE AND DELIVER TO THE PLEDGOR
SUCH DOCUMENTS AS THE PLEDGOR SHALL REASONABLY REQUEST EVIDENCING SUCH RELEASE,
INCLUDING COMPLETE OR PARTIAL (AS APPROPRIATE) RELEASES OF RELEVANT