VOTING RIGHTS; DIVIDENDS AND INTEREST. (A)
UNLESS AND UNTIL AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND THE ADMINISTRATIVE
AGENT SHALL HAVE NOTIFIED THE US GRANTORS THAT THEIR RIGHTS UNDER THIS SECTION
ARE BEING SUSPENDED:
(I) EACH US GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING AND OTHER
CONSENSUAL RIGHTS AND POWERS INURING TO AN OWNER OF PLEDGED EQUITY INTERESTS OR
PLEDGED DEBT SECURITIES OR ANY PART THEREOF FOR ANY PURPOSE CONSISTENT WITH THE
TERMS OF THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
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DOCUMENTS; PROVIDED THAT SUCH RIGHTS AND POWERS SHALL NOT BE EXERCISED IN ANY
MANNER THAT COULD REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE
RIGHTS INURING TO AN OWNER OF ANY PLEDGED EQUITY INTERESTS OR PLEDGED DEBT
SECURITIES OR THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT OR THE OTHER
SECURED PARTIES UNDER THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE ABILITY OF ADMINISTRATIVE AGENT OR THE OTHER SECURED PARTIES TO
EXERCISE THE SAME.
(II) THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER TO EACH US GRANTOR, OR
CAUSE TO BE EXECUTED AND DELIVERED TO SUCH US GRANTOR, ALL SUCH PROXIES, POWERS
OF ATTORNEY AND OTHER INSTRUMENTS AS SUCH US GRANTOR MAY REASONABLY REQUEST FOR
THE PURPOSE OF ENABLING SUCH US GRANTOR TO EXERCISE THE VOTING AND/OR CONSENSUAL
RIGHTS AND POWERS IT IS ENTITLED TO EXERCISE PURSUANT TO PARAGRAPH (I) ABOVE.
(III) EACH US GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL
DIVIDENDS, INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS PAID ON OR DISTRIBUTED IN
RESPECT OF THE PLEDGED EQUITY INTERESTS AND PLEDGED DEBT SECURITIES TO THE
EXTENT AND ONLY TO THE EXTENT THAT SUCH DIVIDENDS, INTEREST, PRINCIPAL AND OTHER
DISTRIBUTIONS ARE PERMITTED BY, AND OTHERWISE PAID OR DISTRIBUTED IN ACCORDANCE
WITH, THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS
AND APPLICABLE LAWS; PROVIDED THAT ANY NONCASH DIVIDENDS, INTEREST, PRINCIPAL OR
OTHER DISTRIBUTIONS THAT WOULD CONSTITUTE PLEDGED EQUITY INTERESTS OR PLEDGED
DEBT SECURITIES, WHETHER RESULTING FROM A SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF THE OUTSTANDING EQUITY INTERESTS OF THE ISSUER OF ANY
PLEDGED SECURITIES OR RECEIVED IN EXCHANGE FOR PLEDGED SECURITIES OR ANY PART
THEREOF, OR IN REDEMPTION THEREOF, OR AS A RESULT OF ANY MERGER, CONSOLIDATION,
ACQUISITION OR OTHER EXCHANGE OF ASSETS TO WHICH SUCH ISSUER MAY BE A PARTY OR
OTHERWISE, SHALL BE AND BECOME PART OF THE PLEDGED COLLATERAL, AND, IF RECEIVED
BY ANY US GRANTOR, SHALL NOT BE COMMINGLED BY SUCH US GRANTOR WITH ANY OF ITS
OTHER FUNDS OR PROPERTY BUT SHALL BE HELD SEPARATE AND APART THEREFROM, SHALL BE
HELD IN TRUST FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND SHALL BE FORTHWITH
DELIVERED TO THE ADMINISTRATIVE AGENT IN THE FORM IN WHICH IT SHALL HAVE BEEN SO
RECEIVED (WITH ANY NECESSARY ENDORSEMENT).
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
AFTER THE ADMINISTRATIVE AGENT SHALL HAVE NOTIFIED THE US GRANTORS OF THE
SUSPENSION OF THEIR RIGHTS UNDER PARAGRAPH