DENOMINATIONS.
THE ADMINISTRATIVE
AGENT, ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS SOLE AND
ABSOLUTE DISCRETION) TO HOLD THE PLEDGED SECURITIES IN ITS OWN NAME AS PLEDGEE,
THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS SUB-AGENT) OR THE NAME OF THE
APPLICABLE GRANTOR, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL, AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, HAVE THE RIGHT TO
EXCHANGE THE CERTIFICATES REPRESENTING PLEDGED SECURITIES FOR CERTIFICATES OF
SMALLER OR LARGER DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH THIS AGREEMENT.
SECTION 3.06. Voting Rights; Dividends and Interest.
(a)
Unless and until an
Event of Default shall have occurred and be continuing and the Administrative
Agent shall have notified the Grantors in writing that their rights under this
Section 3.06 are being suspended:
(I)
EACH GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING AND/OR OTHER
RIGHTS AND POWERS INURING TO AN OWNER OF PLEDGED EQUITY INTERESTS OR PLEDGED
DEBT SECURITIES OR ANY PART THEREOF FOR ANY PURPOSE CONSISTENT WITH THE TERMS OF
THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS; PROVIDED THAT
SUCH RIGHTS AND POWERS SHALL NOT BE EXERCISED IN ANY MANNER THAT COULD
REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE RIGHTS INURING TO
A HOLDER OF ANY PLEDGED EQUITY INTERESTS OR PLEDGED DEBT SECURITIES OR THE
RIGHTS AND REMEDIES OF ANY OF THE ADMINISTRATIVE AGENT OR THE OTHER SECURED
PARTIES UNDER THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE ABILITY OF THE ADMINISTRATIVE AGENT OR THE SECURED PARTIES TO EXERCISE THE
SAME.
(II)
THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER TO EACH GRANTOR, OR
CAUSE TO BE EXECUTED AND DELIVERED TO SUCH GRANTOR, ALL SUCH PROXIES, POWERS OF
ATTORNEY AND OTHER INSTRUMENTS AS SUCH GRANTOR MAY REASONABLY REQUEST FOR THE
PURPOSE OF ENABLING SUCH GRANTOR TO EXERCISE THE VOTING RIGHTS AND POWERS IT IS
ENTITLED TO EXERCISE PURSUANT TO PARAGRAPH (I) ABOVE AND TO RECEIVE THE CASH
DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS IT IS ENTITLED TO RECEIVE
AND RETAIN PURSUANT TO PARAGRAPH (III) BELOW.
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(III)
EACH GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL
DIVIDENDS, INTEREST, PRINCIPAL, CASH, INSTRUMENTS AND OTHER PROPERTY AND ALL
DISTRIBUTIONS FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE PAID ON OR
DISTRIBUTED IN RESPECT OF, IN EXCHANGE FOR OR UPON CONVERSION OF, THE PLEDGED
EQUITY INTERESTS OF PLEDGE DEBT SECURITIES TO THE EXTENT AND ONLY TO THE EXTENT
THAT SUCH DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS ARE PERMITTED
BY, AND OTHERWISE PAID OR DISTRIBUTED IN ACCORDANCE WITH, THE TERMS AND
CONDITIONS OF THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND APPLICABLE
LAWS; PROVIDED THAT ANY NONCASH DIVIDENDS, INTEREST, PRINCIPAL OR OTHER
DISTRIBUTIONS THAT WOULD CONSTITUTE PLEDGED EQUITY INTERESTS OR PLEDGED DEBT
SECURITIES, WHETHER RESULTING FROM A SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF THE OUTSTANDING EQUITY INTERESTS OF THE ISSUER OF ANY
PLEDGED SECURITIES OR RECEIVED IN