ANY PARTICULAR MANNER WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF, OR IN
ANY WAY LIMIT THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY OF ANY OTHER OR FURTHER RIGHT THAT IT MAY HAVE ON THE DATE OF THIS
SECURITY AGREEMENT OR HEREAFTER, WHETHER HEREUNDER, UNDER ANY OTHER LOAN
DOCUMENT, BY LAW OR OTHERWISE.
ANY SALE PURSUANT TO THE PROVISIONS OF THIS
PARAGRAPH SHALL BE DEEMED TO CONFORM TO THE COMMERCIALLY REASONABLE STANDARDS AS
PROVIDED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR
ITS EQUIVALENT IN OTHER JURISDICTIONS.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW,
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT
(IN ITS REASONABLE DISCRETION) TO HOLD THE PLEDGED SECURITIES IN ITS OWN NAME AS
PLEDGEE, THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS SUB-AGENT) OR THE NAME OF THE
GRANTORS, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE ADMINISTRATIVE
AGENT.
THE ADMINISTRATIVE AGENT SHALL AT ALL TIMES HAVE THE RIGHT TO EXCHANGE
ANY CERTIFICATES REPRESENTING THE PLEDGED SECURITIES FOR CERTIFICATES OF SMALLER
OR LARGER DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH THIS SECURITY AGREEMENT
(C)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNLESS AND UNTIL
AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING:
(I)
EACH OF THE GRANTORS SHALL BE ENTITLED TO EXERCISE ANY AND ALL
VOTING AND/OR OTHER CONSENSUAL RIGHTS AND POWERS INURING TO AN OWNER OF THE
PLEDGED SECURITIES, OR ANY PART THEREOF, FOR ANY PURPOSE CONSISTENT WITH THE
TERMS OF THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS.
(II)
THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER TO EACH OF THE
GRANTORS OR CAUSE TO BE EXECUTED AND DELIVERED TO EACH OF THE GRANTORS, ALL SUCH
PROXIES, POWERS OF ATTORNEY AND OTHER INSTRUMENTS AS SUCH GRANTOR MAY REASONABLY
REQUEST FOR THE PURPOSE
9
of enabling such Grantor to exercise the voting and/or consensual rights and
powers it is entitled to exercise pursuant to Section 6(c)(i) and to receive the
dividends it is entitled to receive pursuant to Section 6(c)(iii).
(III)
EACH OF THE GRANTORS SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY
AND ALL DIVIDENDS (OTHER THAN EQUITY INTERESTS) AND OTHER PAYMENTS AND
DISTRIBUTIONS PAID ON THE PLEDGED SECURITIES TO THE EXTENT AND ONLY TO THE
EXTENT THAT SUCH DIVIDENDS AND OTHER PAYMENTS AND DISTRIBUTIONS ARE NOT
PROHIBITED BY, AND OTHERWISE PAID IN ACCORDANCE WITH, THE TERMS AND CONDITIONS
OF THE CREDIT AGREEMENT, THE LOAN DOCUMENTS AND APPLICABLE LAWS.
(D)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT:
(I)
ALL RIGHTS OF ANY GRANTOR TO DIVIDENDS AND OTHER PAYMENTS AND
DISTRIBUTIONS THAT IT IS AUTHORIZED TO RECEIVE PURSUANT TO SECTION 6(C)(III)
SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE
ADMINISTRATIVE AGENT, WHICH SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND
AUTHORITY TO