COLLATERAL WITH ANY
OTHER PERSON (OTHER THAN ANY PLEDGOR), (C) THE SALE, DISPOSITION OR ENCUMBRANCE
OF ANY PORTION OF THE ASSETS OF ANY ISSUER OF THE PLEDGED COLLATERAL OR ANY
BUSINESS OR DIVISION THEREOF, (D) ANY CHANGE IN THE AUTHORIZED NUMBER OF SHARES
OR MEMBERSHIP INTERESTS, THE STATED CAPITAL OR THE AUTHORIZED SHARES OR MEMBER
INTEREST CAPITAL OF ANY ISSUER OF THE PLEDGED COLLATERAL OR THE ISSUANCE OF ANY
ADDITIONAL SHARES OF CAPITAL STOCK OR MEMBERSHIP INTERESTS THEREOF, OR (E) THE
ALTERATION OF THE VOTING RIGHTS WITH RESPECT TO THE CAPITAL STOCK OR MEMBERSHIP
INTERESTS OF ANY ISSUER OF THE PLEDGED COLLATERAL;
(II)
EACH PLEDGOR SHALL BE ENTITLED, FROM TIME TO TIME, TO COLLECT AND
RECEIVE FOR ITS OWN USE ALL DIVIDENDS, DISTRIBUTIONS AND OTHER AMOUNTS PAID IN
RESPECT OF ITS PLEDGED COLLATERAL TO THE EXTENT NOT IN VIOLATION OF THE AMENDED
AND RESTATED CREDIT AGREEMENT OTHER THAN ANY AND ALL:
(A) DIVIDENDS PAID OR
PAYABLE OTHER THAN IN CASH IN RESPECT OF, AND INSTRUMENTS AND OTHER PROPERTY
RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF, OR IN EXCHANGE FOR,
ANY OF ITS PLEDGED COLLATERAL, (B) DIVIDENDS
8
AND OTHER DISTRIBUTIONS PAID OR PAYABLE IN CASH IN RESPECT OF ANY OF ITS PLEDGED
COLLATERAL IN CONNECTION WITH A PARTIAL OR TOTAL LIQUIDATION, DISSOLUTION OR A
REDUCTION IN CAPITAL, CAPITAL SURPLUS OR PAID IN CAPITAL, AND (C) CASH PAID,
PAYABLE OR OTHERWISE DISTRIBUTED IN REDEMPTION OF, OR IN EXCHANGE FOR, ANY OF
ITS PLEDGED COLLATERAL; PROVIDED, THAT UNTIL ACTUALLY PAID ALL
RIGHTS TO SUCH
DIVIDENDS SHALL REMAIN SUBJECT TO THE LIEN CREATED BY THIS PLEDGE AGREEMENT.
(B)
ALL DIVIDENDS (OTHER THAN SUCH CASH DIVIDENDS AS ARE PERMITTED TO
BE PAID TO THE PLEDGORS IN ACCORDANCE WITH SECTION 8(A)(II) ABOVE) AND ALL OTHER
DISTRIBUTIONS IN RESPECT OF ANY OF THE PLEDGED SHARES, PLEDGED MEMBERSHIP
INTERESTS OR PLEDGED NOTES, WHENEVER PAID OR MADE, SHALL BE DELIVERED TO THE
ADMINISTRATIVE AGENT TO HOLD AS PLEDGED COLLATERAL AND SHALL, IF RECEIVED BY ANY
PLEDGOR, BE RECEIVED IN TRUST FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, BE
SEGREGATED FROM THE OTHER PROPERTY OR FUNDS OF SUCH PLEDGOR, AND BE FORTHWITH
DELIVERED PROMPTLY TO THE ADMINISTRATIVE AGENT AS PLEDGED COLLATERAL OF SUCH
PLEDGOR IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT OR
ASSIGNMENT).
(C)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE
CONTINUATION THEREOF, ALL OF PLEDGORS' RIGHTS TO EXERCISE VOTING AND OTHER
CONSENSUAL RIGHTS PURSUANT TO SECTION 8(A)(I) HEREOF AND ALL OF PLEDGORS' RIGHTS
TO RECEIVE ANY CASH DIVIDENDS AND DISTRIBUTIONS PURSUANT TO SECTION 8(A)(II)
HEREOF SHALL CEASE AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, WHO SHALL HAVE THE
SOLE AND EXCLUSIVE RIGHT TO EXERCISE THE VOTING AND OTHER CONSENSUAL RIGHTS
WHICH THE PLEDGORS WOULD OTHERWISE BE AUTHORIZED TO EXERCISE PURSUANT TO SECTION
8(A)(I) HEREOF AND TO RECEIVE AND RETAIN THE DIVIDENDS AND DISTRIBUTIONS WHICH
THE PLEDGORS WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO