COST AND EXPENSE, FROM TIME TO
TIME EXECUTE AND DELIVER TO THE COLLATERAL AGENT APPROPRIATE INSTRUMENTS AS THE
COLLATERAL AGENT MAY REQUEST IN ORDER TO PERMIT THE COLLATERAL AGENT TO EXERCISE
THE VOTING AND OTHER RIGHTS WHICH IT MAY BE ENTITLED TO EXERCISE PURSUANT TO
SECTION 5.2(A)(I) HEREOF AND TO RECEIVE ALL DISTRIBUTIONS WHICH IT MAY BE
ENTITLED TO RECEIVE UNDER SECTION 5.2(A)(II) HEREOF.
(E)
ALL DISTRIBUTIONS WHICH ARE RECEIVED BY ANY PLEDGOR CONTRARY TO
THE PROVISIONS OF SECTION 5.2(A)(II) HEREOF SHALL BE RECEIVED IN TRUST FOR THE
BENEFIT OF THE COLLATERAL AGENT, SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH
PLEDGOR AND SHALL IMMEDIATELY BE PAID OVER TO THE COLLATERAL AGENT AS PLEDGED
COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT).
SECTION 5.3.
DEFAULTS, ETC.
SUCH PLEDGOR IS NOT IN DEFAULT IN THE
PAYMENT OF ANY PORTION OF ANY MANDATORY CAPITAL CONTRIBUTION, IF ANY, REQUIRED
TO BE MADE UNDER ANY AGREEMENT TO WHICH SUCH PLEDGOR IS A PARTY RELATING TO THE
PLEDGED SECURITIES PLEDGED BY IT, AND SUCH PLEDGOR IS NOT IN VIOLATION OF ANY
OTHER PROVISIONS OF ANY SUCH AGREEMENT TO WHICH SUCH PLEDGOR IS A PARTY, OR
OTHERWISE IN DEFAULT OR VIOLATION THEREUNDER.
NO SECURITIES COLLATERAL PLEDGED
BY SUCH PLEDGOR IS SUBJECT TO ANY DEFENSE, OFFSET OR COUNTERCLAIM, NOR HAVE ANY
OF THE FOREGOING BEEN ASSERTED OR ALLEGED AGAINST SUCH PLEDGOR BY ANY PERSON
WITH RESPECT THERETO, AND AS OF THE DATE HEREOF, THERE ARE NO CERTIFICATES,
INSTRUMENTS, DOCUMENTS OR OTHER WRITINGS (OTHER THAN THE ORGANIZATIONAL
DOCUMENTS AND CERTIFICATES REPRESENTING SUCH PLEDGED SECURITIES THAT HAVE BEEN
DELIVERED TO THE COLLATERAL AGENT) WHICH EVIDENCE ANY PLEDGED SECURITIES OF SUCH
PLEDGOR.
SECTION 5.4.
CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS
OF EQUITY INTERESTS
(a)
In the case of each Pledgor which is an issuer of Securities
Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it.
(B)
IN THE CASE OF EACH PLEDGOR WHICH IS A PARTNER, SHAREHOLDER OR
MEMBER, AS THE CASE MAY BE, IN A PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
ENTITY, SUCH PLEDGOR HEREBY CONSENTS TO THE EXTENT REQUIRED BY THE APPLICABLE
ORGANIZATIONAL DOCUMENT TO THE PLEDGE BY EACH OTHER PLEDGOR, PURSUANT TO THE
TERMS HEREOF, OF THE PLEDGED SECURITIES IN SUCH PARTNERSHIP, LIMITED LIABILITY
COMPANY OR OTHER ENTITY AND, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, TO THE TRANSFER OF SUCH PLEDGED SECURITIES TO THE
COLLATERAL AGENT OR ITS NOMINEE AND TO THE SUBSTITUTION OF THE COLLATERAL AGENT
OR ITS NOMINEE AS A SUBSTITUTED PARTNER, SHAREHOLDER OR MEMBER IN SUCH
PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY WITH ALL THE RIGHTS,
POWERS AND DUTIES OF A GENERAL PARTNER, LIMITED PARTNER, SHAREHOLDER OR MEMBER,
AS THE CASE MAY BE.
21
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL
SECTION 6.1.
GRANT OF INTELLECTUAL PROPERTY LICENSE.
FOR THE
PURPOSE OF ENABLING