FOR
THE OBLIGATIONS, AND (II) IN CASE ANY DISTRIBUTION OF CAPITAL SHALL BE MADE ON
OR IN RESPECT OF THE INVESTMENT PROPERTY OR ANY PROPERTY SHALL BE DISTRIBUTED
UPON OR WITH RESPECT TO THE INVESTMENT PROPERTY PURSUANT TO THE RECAPITALIZATION
OR RECLASSIFICATION OF THE CAPITAL OF ANY ISSUER OR PURSUANT TO THE
REORGANIZATION THEREOF, THE PROPERTY SO DISTRIBUTED SHALL, UNLESS OTHERWISE
SUBJECT TO A PERFECTED LIEN IN FAVOR OF THE ADMINISTRATIVE AGENT, BE DELIVERED
TO THE ADMINISTRATIVE AGENT TO BE HELD BY IT HEREUNDER AS ADDITIONAL COLLATERAL
FOR THE OBLIGATIONS. UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, IF ANY SUMS OF MONEY OR PROPERTY SO PAID OR DISTRIBUTED IN RESPECT
OF THE INVESTMENT PROPERTY SHALL BE RECEIVED BY SUCH GRANTOR, SUCH GRANTOR
SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR DELIVERED TO THE ADMINISTRATIVE
10
Agent, hold such money or property in trust for the Lenders, segregated from
other funds of such Grantor, as additional Collateral for the Obligations.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT,
SUCH GRANTOR WILL NOT (I) VOTE TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT,
ANY ISSUER TO ISSUE ANY EQUITY INTERESTS OF ANY NATURE OR TO ISSUE ANY OTHER
SECURITIES OR INTERESTS CONVERTIBLE INTO OR GRANTING THE RIGHT TO PURCHASE OR
EXCHANGE FOR ANY EQUITY INTERESTS OF ANY NATURE OF ANY ISSUER, EXCEPT, IN EACH
CASE, AS PERMITTED BY THE CREDIT AGREEMENT, INCLUDING BUT NOT LIMITED TO THE
COMPANY'S RIGHT TO ISSUE EQUITY INTERESTS IN CONNECTION WITH ANY ACQUISITION
PERMITTED BY SECTION 11.5 OF THE CREDIT AGREEMENT, (II) SELL, ASSIGN, TRANSFER,
EXCHANGE, OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, THE
INVESTMENT PROPERTY OR PROCEEDS THEREOF (EXCEPT PURSUANT TO A TRANSACTION
EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT) OTHER THAN, WITH RESPECT TO
INVESTMENT PROPERTY NOT CONSTITUTING PLEDGED EQUITY OR PLEDGED NOTES, ANY SUCH
ACTION WHICH IS NOT PROHIBITED BY THE CREDIT AGREEMENT, (III) CREATE, INCUR OR
PERMIT TO EXIST ANY LIEN OR OPTION IN FAVOR OF, OR ANY CLAIM OF ANY PERSON WITH
RESPECT TO, ANY OF THE INVESTMENT PROPERTY OR PROCEEDS THEREOF, OR ANY INTEREST
THEREIN, EXCEPT FOR PERMITTED LIENS, OR (IV) ENTER INTO ANY AGREEMENT OR
UNDERTAKING RESTRICTING THE RIGHT OR ABILITY OF SUCH GRANTOR OR THE
ADMINISTRATIVE AGENT TO SELL, ASSIGN OR TRANSFER ANY OF THE INVESTMENT PROPERTY
OR PROCEEDS THEREOF, EXCEPT, WITH RESPECT TO SUCH INVESTMENT PROPERTY,
SHAREHOLDERS' AGREEMENTS ENTERED INTO BY SUCH GRANTOR WITH RESPECT TO PERSONS IN
WHICH SUCH GRANTOR MAINTAINS AN OWNERSHIP INTEREST OF 50% OR LESS.
(C)
IN THE CASE OF EACH GRANTOR WHICH IS AN ISSUER, SUCH ISSUER AGREES
THAT (I) IT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT RELATING TO THE
INVESTMENT PROPERTY ISSUED BY IT AND WILL COMPLY WITH SUCH TERMS INSOFAR AS SUCH
TERMS ARE APPLICABLE TO IT, (II) IT WILL NOTIFY THE ADMINISTRATIVE AGENT
PROMPTLY IN WRITING OF THE OCCURRENCE OF ANY OF THE EVENTS DESCRIBED IN
SECTION 5.5(A) WITH RESPECT TO THE INVESTMENT PROPERTY