hereunder as additional collateral security for the
Obligations.
If any sums of money or property so paid or distributed in respect
of the Pledged Securities shall be received by such Grantor, such Grantor shall,
until such money or property is paid or delivered to the Administrative Agent,
hold such money or property in trust for the Secured Parties, segregated from
other funds of such Grantor, as additional collateral security for the
Obligations; provided that the Grantors may pay cash dividends as permitted by
the Credit Agreement.
Notwithstanding the foregoing, the Grantors shall not be
required to pay over to the Administrative Agent or deliver to the
Administrative Agent as Collateral any proceeds of any liquidation or
dissolution of any Issuer, or any distribution of capital or property in respect
of any Investment Property, to the extent that (i) such liquidation, dissolution
or distribution would be permitted by the Credit Agreement and
(ii) the
proceeds thereof are applied toward prepayment of Loans and reduction of
Commitments to the extent required by the Credit Agreement.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, SUCH
GRANTOR WILL NOT (I) VOTE TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT, ANY
ISSUER TO ISSUE ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OR TO ISSUE
ANY OTHER SECURITIES CONVERTIBLE INTO OR GRANTING THE RIGHT TO PURCHASE OR
EXCHANGE FOR ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OF ANY ISSUER,
EXCEPT TO THE EXTENT THAT ANY SUCH SECURITIES SO ISSUED ARE PLEDGED HEREUNDER,
(II) SELL, ASSIGN, TRANSFER, EXCHANGE, OR OTHERWISE DISPOSE OF, OR GRANT ANY
OPTION WITH RESPECT TO, THE PLEDGED SECURITIES OR PROCEEDS THEREOF (EXCEPT
PURSUANT TO A TRANSACTION EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT), (III)
CREATE, INCUR OR PERMIT TO EXIST ANY LIEN OR OPTION IN FAVOR OF, OR ANY CLAIM OF
ANY PERSON WITH RESPECT TO, ANY OF THE PLEDGED SECURITIES OR PROCEEDS THEREOF,
OR ANY INTEREST THEREIN, EXCEPT FOR THE SECURITY INTERESTS CREATED BY THIS
AGREEMENT AND LIENS PERMITTED BY THE CREDIT AGREEMENT WHICH ATTACH TO SUCH
PLEDGED SECURITIES WITHOUT SUCH GRANTOR'S CONSENT OR (IV) ENTER INTO ANY
AGREEMENT OR UNDERTAKING (OTHER THAN THE LOAN DOCUMENTS AND THE CAPITAL MARKETS
INDENTURES) RESTRICTING THE RIGHT OR ABILITY OF SUCH GRANTOR OR THE
ADMINISTRATIVE AGENT TO SELL, ASSIGN OR TRANSFER ANY OF THE PLEDGED SECURITIES
OR PROCEEDS THEREOF.
(C)
IN THE CASE OF EACH GRANTOR WHICH IS AN ISSUER, SUCH ISSUER AGREES THAT
(I) IT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT RELATING TO THE PLEDGED
SECURITIES ISSUED BY IT AND
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WILL COMPLY WITH SUCH TERMS INSOFAR AS SUCH TERMS ARE APPLICABLE TO IT, (II) IT
WILL NOTIFY THE ADMINISTRATIVE AGENT PROMPTLY IN WRITING OF THE OCCURRENCE OF
ANY OF THE EVENTS DESCRIBED IN SECTION 5.8(A) WITH RESPECT TO THE PLEDGED
SECURITIES ISSUED BY IT AND (III) THE TERMS OF SECTIONS 6.3(C) AND 6.7 SHALL
APPLY TO IT, MUTATIS MUTANDIS, WITH RESPECT TO ALL ACTIONS THAT MAY BE REQUIRED
OF IT PURSUANT TO SECTION