OR OTHER COMMUNICATIONS RECEIVED BY IT WITH RESPECT TO PLEDGED
SECURITIES REGISTERED IN THE NAME OF SUCH GRANTOR. THE COLLATERAL AGENT SHALL AT
ALL TIMES 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 2.06. VOTING RIGHTS; DIVIDENDS AND INTEREST. (A)
UNLESS AND UNTIL AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND THE COLLATERAL AGENT
SHALL HAVE NOTIFIED THE GRANTORS THAT THEIR RIGHTS UNDER THIS SECTION ARE BEING
SUSPENDED:
(I) EACH GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING AND OTHER
CONSENSUAL RIGHTS AND POWERS INURING TO AN OWNER OF PLEDGED CAPITAL STOCK OR
PLEDGED DEBT SECURITIES OR ANY PART THEREOF FOR ANY PURPOSE CONSISTENT WITH THE
TERMS OF THIS AGREEMENT, THE INDENTURE AND THE OTHER NOTES 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
AN OWNER OF ANY PLEDGED CAPITAL STOCK OR PLEDGED DEBT SECURITIES OR THE RIGHTS
AND REMEDIES OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES UNDER THIS
AGREEMENT, THE INDENTURE OR ANY OTHER NOTES DOCUMENT OR THE ABILITY OF THE
COLLATERAL AGENT OR THE OTHER SECURED PARTIES TO EXERCISE THE SAME.
(II) THE COLLATERAL 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 AND/OR CONSENSUAL RIGHTS AND POWERS
IT IS ENTITLED TO EXERCISE PURSUANT TO PARAGRAPH (I) ABOVE.
(III) EACH GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL
DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS PAID ON OR DISTRIBUTED IN
RESPECT OF THE PLEDGED CAPITAL STOCK AND PLEDGED 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 INDENTURE, THE OTHER NOTES DOCUMENTS AND
APPLICABLE LAWS; PROVIDED THAT ANY NONCASH DIVIDENDS, INTEREST, PRINCIPAL OR
OTHER DISTRIBUTIONS THAT WOULD CONSTITUTE PLEDGED CAPITAL STOCK OR PLEDGED DEBT
SECURITIES, WHETHER RESULTING FROM A SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF THE OUTSTANDING CAPITAL STOCK OF THE ISSUER OF ANY PLEDGED
SECURITIES OR RECEIVED IN EXCHANGE FOR PLEDGED SECURITIES OR ANY PART THEREOF,
OR IN REDEMPTION THEREOF, OR AS A RESULT OF ANY MERGER, CONSOLIDATION,
ACQUISITION OR OTHER EXCHANGE OF ASSETS TO WHICH SUCH ISSUER MAY BE A PARTY OR
OTHERWISE, SHALL BE AND BECOME PART OF THE PLEDGED COLLATERAL, AND, IF RECEIVED
BY ANY GRANTOR, SHALL NOT BE COMMINGLED BY SUCH GRANTOR WITH ANY OF ITS OTHER
FUNDS OR PROPERTY BUT SHALL BE HELD SEPARATE AND APART THEREFROM, SHALL BE HELD
IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND SHALL BE
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FORTHWITH DELIVERED TO THE COLLATERAL AGENT IN THE FORM IN WHICH IT