AND
ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY INTERESTS WOULD
BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS,
CALLING SPECIAL MEETINGS OF MEMBERS AND VOTING AT SUCH MEETINGS). SUCH PROXY
SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY PLEDGED EQUITY INTERESTS ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED EQUITY
INTERESTS OR ANY OFFICER OR THE INDENTURE TRUSTEE THEREOF), UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, THE INDENTURE TRUSTEE
SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND
SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.
(B)
IF, AT ANY TIME WHEN THE INDENTURE TRUSTEE
SHALL DETERMINE TO EXERCISE ITS RIGHT TO SELL THE WHOLE OR ANY PART OF THE
PLEDGED EQUITY INTERESTS HEREUNDER AND SUCH PLEDGED EQUITY INTERESTS OR THE
PART THEREOF TO BE SOLD SHALL NOT, FOR ANY REASON WHATSOEVER, BE EFFECTIVELY
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR ANY SIMILAR STATUTE
THEN IN EFFECT) (THE "ACT"), THE INDENTURE TRUSTEE MAY, IN ACCORDANCE WITH
APPLICABLE SECURITIES LAWS, PROCEED TO MAKE SUCH PRIVATE SALE NOTWITHSTANDING
THAT A REGISTRATION STATEMENT FOR THE PURPOSE OF REGISTERING SUCH PLEDGED EQUITY
INTERESTS OR PART THEREOF COULD BE OR SHALL HAVE BEEN FILED UNDER SAID ACT (OR
SIMILAR STATUTE), (Y) MAY APPROACH AND NEGOTIATE WITH A SINGLE POSSIBLE
PURCHASER TO EFFECT SUCH SALE, AND (Z) MAY RESTRICT SUCH SALE TO PURCHASERS EACH
OF WHOM IS AN ACCREDITED INVESTOR UNDER THE ACT AND WHO WILL REPRESENT AND AGREE
THAT SUCH PURCHASER IS PURCHASING FOR ITS OWN ACCOUNT, FOR INVESTMENT AND NOT
WITH A VIEW TO THE DISTRIBUTION OR SALE OF SUCH PLEDGED EQUITY INTERESTS OR ANY
PART THEREOF.
(C)
THE GUARANTOR ACKNOWLEDGES THAT ANY SUCH
PRIVATE SALE MAY RESULT IN PRICES AND OTHER TERMS LESS FAVORABLE TO THE SELLER
THAN IF SUCH SALE WERE A PUBLIC SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES,
AGREES THAT ANY SUCH PRIVATE SALE SHALL NOT BE DEEMED TO HAVE BEEN MADE IN A
COMMERCIALLY UNREASONABLE MANNER SOLELY BY VIRTUE OF SUCH SALE BEING PRIVATE.
THE INDENTURE TRUSTEE SHALL BE UNDER NO OBLIGATION TO DELAY A SALE OF ANY OF THE
PLEDGED EQUITY INTERESTS FOR THE PERIOD OF TIME NECESSARY TO PERMIT ANY PLEDGED
ENTITY TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE ACT, OR UNDER
APPLICABLE STATE SECURITIES LAWS, EVEN IF THE GUARANTOR AND SUCH PLEDGED ENTITY
WOULD AGREE TO DO SO.
ARTICLE VI
MISCELLANEOUS
Section 6.1
Third-Party Beneficiary. Each
Insurer shall constitute an express third-party beneficiary of this Agreement.
Section 6.2
Effect of Headings. The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.
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Section 6.3
Successors and Assigns. All
covenants and agreements in this Agreement by the Guarantor shall bind its
successors