COLLATERAL OR WHICH
WOULD AUTHORIZE, EFFECT OR CONSENT TO (UNLESS AND TO THE EXTENT EXPRESSLY
PERMITTED BY THE CREDIT AGREEMENT):
(I)
THE DISSOLUTION OR LIQUIDATION, IN WHOLE OR IN PART, OF A PLEDGED ENTITY;
(II)
THE CONSOLIDATION OR MERGER OF A PLEDGED ENTITY WITH ANY OTHER PERSON;
(III)
THE SALE, DISPOSITION OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS
OF A PLEDGED ENTITY, EXCEPT FOR
LIENS IN FAVOR OF AGENT;
(IV)
ANY CHANGE IN THE AUTHORIZED NUMBER OF SHARES, THE STATED CAPITAL OR THE
AUTHORIZED SHARE CAPITAL OF A PLEDGED
ENTITY OR THE ISSUANCE OF ANY ADDITIONAL SHARES OF ITS STOCK; OR
(V)
THE ALTERATION OF THE VOTING RIGHTS WITH RESPECT TO THE STOCK OF A PLEDGED
ENTITY; AND
(B)
(I)
PLEDGOR SHALL BE ENTITLED, FROM TIME TO TIME, TO COLLECT AND RECEIVE FOR ITS OWN
USE ALL CASH DIVIDENDS AND
INTEREST PAID IN RESPECT OF THE PLEDGED SHARES AND PLEDGED INDEBTEDNESS TO THE
EXTENT NOT IN VIOLATION OF THE CREDIT AGREEMENT OTHER THAN ANY AND ALL:
(A) DIVIDENDS AND INTEREST PAID OR PAYABLE OTHER THAN IN CASH IN RESPECT OF ANY
PLEDGED COLLATERAL, AND INSTRUMENTS AND OTHER PROPERTY RECEIVED, RECEIVABLE OR
OTHERWISE DISTRIBUTED IN RESPECT OF, OR IN EXCHANGE FOR, ANY PLEDGED COLLATERAL;
(B) DIVIDENDS AND OTHER DISTRIBUTIONS PAID OR PAYABLE IN CASH IN RESPECT OF ANY
PLEDGED SHARES IN CONNECTION WITH A PARTIAL OR TOTAL LIQUIDATION OR DISSOLUTION
OR IN CONNECTION WITH A REDUCTION OF CAPITAL, CAPITAL SURPLUS OR PAID-IN CAPITAL
OF A PLEDGED ENTITY; AND (C) CASH PAID, PAYABLE OR OTHERWISE DISTRIBUTED, IN
RESPECT OF PRINCIPAL OF, OR IN REDEMPTION OF, OR IN EXCHANGE FOR, ANY PLEDGED
COLLATERAL; PROVIDED, HOWEVER, THAT UNTIL ACTUALLY PAID ALL RIGHTS TO SUCH
DISTRIBUTIONS SHALL REMAIN SUBJECT TO THE LIEN CREATED BY THIS AGREEMENT; AND
(II)
ALL DIVIDENDS AND INTEREST (OTHER THAN SUCH CASH DIVIDENDS AND INTEREST AS ARE
PERMITTED TO BE PAID TO PLEDGOR
IN ACCORDANCE WITH CLAUSE (I) ABOVE) AND ALL OTHER DISTRIBUTIONS IN RESPECT OF
ANY OF THE PLEDGED SHARES OR PLEDGED INDEBTEDNESS, WHENEVER PAID OR MADE, SHALL
BE DELIVERED TO AGENT TO HOLD AS PLEDGED COLLATERAL AND SHALL, IF RECEIVED BY
PLEDGOR, BE RECEIVED IN TRUST FOR THE BENEFIT OF AGENT, BE SEGREGATED FROM THE
OTHER PROPERTY OR FUNDS OF
5
Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same
form as so received (with any necessary endorsement).
8.
DEFAULTS AND REMEDIES; PROXY.
(A)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE CONTINUATION OF
SUCH EVENT OF DEFAULT, AND CONCURRENTLY WITH WRITTEN NOTICE TO PLEDGOR, AGENT
(PERSONALLY OR THROUGH AN AGENT) IS HEREBY AUTHORIZED AND EMPOWERED TO TRANSFER
AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF
THE PLEDGED COLLATERAL, TO EXCHANGE CERTIFICATES OR INSTRUMENTS REPRESENTING OR
EVIDENCING PLEDGED COLLATERAL FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR
LARGER DENOMINATIONS, TO EXERCISE THE VOTING AND ALL OTHER RIGHTS AS A HOLDER
WITH RESPECT THERETO, TO COLLECT AND RECEIVE ALL CASH