TO RECEIVE ALL CASH DIVIDENDS, PAYMENTS OR OTHER DISTRIBUTIONS MADE IN RESPECT
OF ANY COLLATERAL, IN EACH CASE PAID IN THE NORMAL COURSE OF BUSINESS OF THE
ISSUERS AND CONSISTENT WITH PAST PRACTICE, TO THE EXTENT PERMITTED IN THE CREDIT
AGREEMENT, AND TO EXERCISE ALL VOTING AND OTHER CORPORATE, COMPANY AND
PARTNERSHIP RIGHTS WITH RESPECT TO THE COLLATERAL; PROVIDED THAT, NO VOTE SHALL
BE CAST OR OTHER CORPORATE RIGHT EXERCISED OR OTHER ACTION TAKEN WHICH, IN THE
ADMINISTRATIVE AGENT'S REASONABLE JUDGMENT, WOULD IMPAIR THE COLLATERAL OR WHICH
WOULD RESULT IN A DEFAULT OR EVENT OF DEFAULT UNDER ANY PROVISION OF THE CREDIT
AGREEMENT, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(B)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING AND THE ADMINISTRATIVE AGENT SHALL GIVE NOTICE OF ITS INTENT TO
EXERCISE SUCH RIGHTS TO THE PLEDGORS,
9
(I) THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO RECEIVE ANY AND ALL CASH
DIVIDENDS, PAYMENTS OR DISTRIBUTIONS MADE IN RESPECT OF THE COLLATERAL AND MAKE
APPLICATION THEREOF TO THE OBLIGATIONS IN ACCORDANCE WITH SECTION 8.03 OF THE
CREDIT AGREEMENT, AND (II) ANY OR ALL OF THE COLLATERAL SHALL BE REGISTERED IN
THE NAME OF THE ADMINISTRATIVE AGENT OR ITS NOMINEE, AND THE ADMINISTRATIVE
AGENT OR ITS NOMINEE MAY THEREAFTER EXERCISE (A) ALL VOTING, CORPORATE AND OTHER
RIGHTS PERTAINING TO SUCH COLLATERAL AT ANY MEETING OF SHAREHOLDERS, PARTNERS OR
MEMBERS OF THE ISSUERS AND (B) ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE AND
SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO SUCH
COLLATERAL AS IF IT WERE THE ABSOLUTE OWNER THEREOF (INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF THE
COLLATERAL UPON THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR
OTHER FUNDAMENTAL CHANGE IN THE CORPORATE, PARTNERSHIP OR COMPANY STRUCTURE OF
ANY ISSUER OR UPON THE EXERCISE BY ANY PLEDGOR OR THE ADMINISTRATIVE AGENT OF
ANY RIGHT, PRIVILEGE OR OPTION PERTAINING TO SUCH COLLATERAL, AND IN CONNECTION
THEREWITH, THE RIGHT TO DEPOSIT AND DELIVER ANY AND ALL OF THE COLLATERAL WITH
ANY COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY
UPON SUCH TERMS AND CONDITIONS AS THE ADMINISTRATIVE AGENT MAY DETERMINE), ALL
WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY RECEIVED BY IT; BUT
THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO ANY PLEDGOR TO EXERCISE ANY SUCH
RIGHT, PRIVILEGE OR OPTION AND THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL
NOT BE RESPONSIBLE FOR FAILURE TO DO SO OR DELAY IN SO DOING.
(C)
EACH PLEDGOR HEREBY AUTHORIZES AND
INSTRUCTS EACH ISSUER TO (I) COMPLY WITH ANY INSTRUCTION RECEIVED BY IT FROM THE
ADMINISTRATIVE AGENT IN WRITING THAT (A) STATES THAT AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND (B) IS OTHERWISE IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, WITHOUT ANY OTHER OR FURTHER INSTRUCTIONS FROM SUCH PLEDGOR, AND
EACH PLEDGOR AGREES THAT EACH ISSUER SHALL BE FULLY PROTECTED IN SO COMPLYING,
AND (II) EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREBY, PAY ANY DIVIDENDS,
DISTRIBUTIONS OR OTHER PAYMENTS WITH RESPECT TO