OCCURRED AND BE CONTINUING, APPLIED AS PROVIDED
IN SECTION 24(B).
Section 19.
As to Letter-of-Credit Rights.
(a)
Each Grantor, by granting a
security interest in its Receivables consisting of letter-of-credit rights to
the Administrative Agent, intends to (and hereby does) assign to the
Administrative Agent its rights (including its contingent rights) to the
proceeds of all Related Contracts consisting of letters of credit of which it is
or hereafter becomes a beneficiary or assignee.
Upon the occurrence and during
the continuation of a Specified Default, at the request of the Administrative
Agent, each Grantor will promptly cause the issuer of each letter of credit and
each nominated person (if any) with respect thereto to consent to such
assignment of the proceeds thereof in substantially the form of the Consent to
Assignment of Letter of Credit Rights attached hereto as Exhibit G or otherwise
in form and substance satisfactory to the Administrative Agent and deliver
written evidence of such consent to the Administrative Agent.
(B)
UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF A SPECIFIED DEFAULT,
EACH GRANTOR WILL, PROMPTLY UPON REQUEST BY THE ADMINISTRATIVE AGENT, (I) NOTIFY
(AND SUCH GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO NOTIFY) THE
ISSUER AND EACH NOMINATED PERSON WITH RESPECT TO EACH OF THE RELATED CONTRACTS
CONSISTING OF LETTERS OF CREDIT THAT THE PROCEEDS THEREOF HAVE BEEN ASSIGNED TO
THE ADMINISTRATIVE AGENT HEREUNDER AND ANY PAYMENTS DUE OR TO BECOME DUE IN
RESPECT THEREOF ARE TO BE MADE DIRECTLY TO THE ADMINISTRATIVE AGENT OR ITS
DESIGNEE AND (II) ARRANGE FOR THE ADMINISTRATIVE AGENT TO BECOME THE TRANSFEREE
BENEFICIARY OF LETTER OF CREDIT.
Section 20.
Additional Shares.
(a) Each Grantor agrees that it will
(i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue
any Equity Interests or other securities in addition to or in substitution for
the Pledged Equity issued by such issuer, except to such Grantor or otherwise in
accordance with the terms of the Loan Documents, and (ii) except as set forth in
Section 1(d)(iii), pledge hereunder, immediately upon its acquisition (directly
or indirectly) thereof, any and all additional Equity Interests or other
securities.
Section 21.
Administrative Agent Appointed Attorney-in-Fact.
Each Grantor
hereby irrevocably appoints the Administrative Agent such Grantor's
attorney-in-fact from time to time upon the occurrence and during the
continuance of a Specified Default with full authority in the place and stead of
such Grantor and in the name of such Grantor or otherwise, in the Administrative
Agent's discretion, to take any action and to execute any instrument that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation:
(A)
TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE PAID TO THE ADMINISTRATIVE
AGENT PURSUANT TO SECTION 13,
(B)
TO ASK FOR, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE, RECEIVE AND
GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL,
(C)
TO RECEIVE, INDORSE AND COLLECT ANY