THE COLLATERAL AGENT WILL EXECUTE AND DELIVER (OR CAUSE TO BE
EXECUTED AND DELIVERED) TO EACH GRANTOR ALL SUCH PROXIES AND OTHER INSTRUMENTS
AS SUCH GRANTOR MAY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING SUCH GRANTOR
TO EXERCISE THE VOTING AND OTHER RIGHTS THAT IT IS ENTITLED TO EXERCISE PURSUANT
TO PARAGRAPH (I) ABOVE AND TO RECEIVE THE DIVIDENDS OR INTEREST PAYMENTS THAT IT
IS AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO PARAGRAPH (II) ABOVE.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT:
(I)
ALL RIGHTS OF EACH GRANTOR (X) TO EXERCISE OR REFRAIN FROM
EXERCISING THE VOTING AND OTHER CONSENSUAL RIGHTS THAT IT WOULD OTHERWISE BE
ENTITLED TO EXERCISE PURSUANT TO SECTION 7(A)(I) SHALL, UPON FIVE BUSINESS DAYS'
NOTICE TO SUCH GRANTOR BY THE COLLATERAL AGENT, CEASE AND (Y) TO RECEIVE THE
DIVIDENDS, INTEREST AND OTHER DISTRIBUTIONS THAT IT WOULD OTHERWISE BE
AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO SECTION 7(A)(II) SHALL
AUTOMATICALLY CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE
COLLATERAL AGENT, WHICH SHALL THEREUPON HAVE THE SOLE RIGHT TO EXERCISE OR
REFRAIN FROM EXERCISING SUCH VOTING AND OTHER CONSENSUAL RIGHTS AND TO RECEIVE
AND HOLD AS COLLATERAL SUCH DIVIDENDS, INTEREST AND OTHER DISTRIBUTIONS.
(II)
ALL DIVIDENDS, INTEREST AND OTHER DISTRIBUTIONS THAT ARE RECEIVED
BY ANY GRANTOR CONTRARY TO THE PROVISIONS OF PARAGRAPH (I) OF THIS
SECTION 7(B) SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT,
SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH PAID
OVER TO THE COLLATERAL AGENT AS COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH
ANY NECESSARY INDORSEMENT), TOGETHER WITH ANY INSTRUMENTS OR CERTIFICATES
EVIDENCING ALL RELATED COLLATERAL (WITH ANY NECESSARY INDORSEMENT).
Section 8.
Transfers and Other Liens; Additional Shares.
Each Grantor agrees
that:
(A)
IT WILL NOT (I) SELL, ASSIGN OR OTHERWISE DISPOSE OF, OR GRANT ANY
OPTION WITH RESPECT TO, ANY OF THE COLLATERAL, OTHER THAN SALES, ASSIGNMENTS AND
OTHER DISPOSITIONS OF COLLATERAL, AND OPTIONS RELATING TO COLLATERAL, PERMITTED
UNDER THE TERMS OF THIS AGREEMENT OR THE LOAN AGREEMENTS, OR (II) CREATE OR
SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY OF THE COLLATERAL OF SUCH
GRANTOR EXCEPT FOR THE PLEDGE, ASSIGNMENT AND SECURITY INTEREST CREATED UNDER
THIS AGREEMENT AND LIENS PERMITTED UNDER THE LOAN AGREEMENTS.
(B)
IT WILL (I) CAUSE EACH ISSUER OF THE PLEDGED EQUITY PLEDGED BY
SUCH GRANTOR NOT TO ISSUE ANY EQUITY INTERESTS OR OTHER SECURITIES IN ADDITION
TO OR IN SUBSTITUTION FOR THE PLEDGED EQUITY ISSUED BY SUCH ISSUER, EXCEPT TO
SUCH GRANTOR OR EXCEPT AS PERMITTED BY THE LOAN AGREEMENTS, AND (II) PLEDGE
HEREUNDER, IMMEDIATELY UPON ITS ACQUISITION (DIRECTLY OR INDIRECTLY) THEREOF,
ANY AND ALL ADDITIONAL EQUITY INTERESTS OR OTHER SECURITIES.
Section 9.
Collateral Agent Appointed Attorney-in-Fact.
Each Grantor hereby
irrevocably appoints the Collateral Agent such Grantor's attorney-in-fact (such
appointment to cease upon the payment in full of all the Secured Obligations
other than contingent indemnification claims as to which no demand has been
made),