OR GRANTING THE RIGHT TO PURCHASE
OR EXCHANGE FOR ANY STOCK, PARTNERSHIP INTERESTS, LIMITED LIABILITY COMPANY
INTERESTS OR OTHER EQUITY SECURITIES OF ANY NATURE OF SUCH ISSUER, EXCEPT FOR
THOSE ADDITIONAL INTERESTS THAT WILL BE SUBJECT TO THE SECURITY INTEREST GRANTED
HEREIN IN FAVOR OF THE ADMINISTRATIVE AGENT, THE CERTIFICATES OF WHICH, IF ANY,
WILL BE PROMPTLY DELIVERED TO THE ADMINISTRATIVE AGENT TOGETHER WITH AN UNDATED
STOCK OR OTHER POWER FOR EACH SUCH CERTIFICATE DULY EXECUTED IN BLANK BY SUCH
PLEDGOR AS THE REGISTERED OWNER THEREOF OR (II) ENTER INTO ANY AGREEMENT OR
UNDERTAKING RESTRICTING THE RIGHT OR ABILITY OF SUCH PLEDGOR OR THE
ADMINISTRATIVE AGENT TO SELL, ASSIGN OR TRANSFER ANY OF THE COLLATERAL.
EACH
PLEDGOR
8
WILL DEFEND THE RIGHT, TITLE AND INTEREST OF THE ADMINISTRATIVE AGENT IN AND TO
ANY COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(K)
IF ANY PLEDGOR SHALL BECOME ENTITLED TO
RECEIVE OR SHALL RECEIVE ANY CERTIFICATE (INCLUDING, WITHOUT LIMITATION, ANY
CERTIFICATE REPRESENTING A STOCK DIVIDEND OR A DISTRIBUTION IN CONNECTION WITH
ANY RECLASSIFICATION, INCREASE OR REDUCTION OF CAPITAL OR ANY CERTIFICATE ISSUED
IN CONNECTION WITH ANY REORGANIZATION), OPTION OR RIGHTS IN RESPECT OF THE
OWNERSHIP INTERESTS OF ANY ISSUER, WHETHER IN ADDITION TO, IN SUBSTITUTION OF,
AS A CONVERSION OF, OR IN EXCHANGE FOR, ANY OF THE COLLATERAL, OR OTHERWISE IN
RESPECT THEREOF, SUCH PLEDGOR SHALL ACCEPT THE SAME AS THE AGENT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, HOLD THE SAME IN TRUST FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS AND DELIVER THE SAME FORTHWITH TO THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 4.1.
ANY SUMS PAID UPON OR IN RESPECT
OF THE COLLATERAL UPON THE LIQUIDATION OR DISSOLUTION OF ANY ISSUER SHALL BE
PAID OVER TO THE ADMINISTRATIVE AGENT TO BE HELD BY IT HEREUNDER AS ADDITIONAL
COLLATERAL SECURITY FOR THE OBLIGATIONS, AND IN CASE ANY DISTRIBUTION OF CAPITAL
SHALL BE MADE ON OR IN RESPECT OF THE COLLATERAL OR ANY PROPERTY SHALL BE
DISTRIBUTED UPON OR WITH RESPECT TO THE COLLATERAL PURSUANT TO THE
RECAPITALIZATION OR RECLASSIFICATION OF THE CAPITAL OF ANY ISSUER OR PURSUANT TO
THE REORGANIZATION THEREOF, THE PROPERTY SO DISTRIBUTED SHALL, UNLESS OTHERWISE
SUBJECT TO A PERFECTED SECURITY INTEREST IN FAVOR OF THE ADMINISTRATIVE AGENT,
BE DELIVERED TO THE ADMINISTRATIVE AGENT TO BE HELD BY IT HEREUNDER AS
ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS.
IF ANY SUMS OF MONEY OR
PROPERTY SO PAID OR DISTRIBUTED IN RESPECT OF THE COLLATERAL SHALL BE RECEIVED
BY ANY PLEDGOR, SUCH PLEDGOR SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR
DELIVERED TO THE ADMINISTRATIVE AGENT, HOLD SUCH MONEY OR PROPERTY IN TRUST FOR
THE LENDERS, SEGREGATED FROM OTHER FUNDS OF SUCH PLEDGOR, AS ADDITIONAL
COLLATERAL SECURITY FOR THE OBLIGATIONS.
ARTICLE V
REMEDIAL PROVISIONS
Collateral.
(A)
UNLESS AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING AND THE ADMINISTRATIVE AGENT SHALL HAVE GIVEN NOTICE
TO THE PLEDGORS OF THE ADMINISTRATIVE AGENT'S INTENT TO EXERCISE ITS
CORRESPONDING RIGHTS PURSUANT TO SECTION 5.2(B), THE PLEDGORS SHALL BE PERMITTED