RIGHT TO EXCHANGE AT ITS DISCRETION ANY
AND ALL OF THE PLEDGED COLLATERAL UPON THE MERGER, CONSOLIDATION,
REORGANIZATION, RECAPITALIZATION OR OTHER FUNDAMENTAL CHANGE IN THE CORPORATE
STRUCTURE OF ANY ISSUER OF PLEDGED SECURITIES, THE RIGHT TO DEPOSIT AND DELIVER
ANY AND ALL OF THE PLEDGED COLLATERAL WITH ANY COMMITTEE, DEPOSITARY, TRANSFER
AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY UPON SUCH TERMS AND CONDITIONS AS
THE ADMINISTRATIVE AGENT MAY DETERMINE), ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT
FOR PROPERTY ACTUALLY RECEIVED BY IT; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE
AGENT SHALL HAVE NO DUTY TO ANY GRANTOR TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR
OPTION AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO
DOING.
(B)
IN ORDER TO PERMIT THE ADMINISTRATIVE AGENT TO EXERCISE THE VOTING
AND OTHER CONSENSUAL RIGHTS WHICH IT MAY BE ENTITLED TO EXERCISE PURSUANT HERETO
AND TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS WHICH IT MAY BE ENTITLED TO
RECEIVE HEREUNDER, (I) EACH GRANTOR SHALL PROMPTLY EXECUTE AND DELIVER (OR CAUSE
TO BE EXECUTED AND DELIVERED) TO THE ADMINISTRATIVE AGENT ALL SUCH PROXIES,
DIVIDEND PAYMENT ORDERS AND OTHER INSTRUMENTS AS THE ADMINISTRATIVE AGENT MAY
FROM TIME TO TIME REASONABLY REQUEST AND (II) WITHOUT LIMITING THE EFFECT OF
CLAUSE (I) ABOVE, SUCH GRANTOR HEREBY GRANTS TO THE ADMINISTRATIVE AGENT AN
IRREVOCABLE PROXY TO VOTE ALL OR ANY PART OF THE PLEDGED COLLATERAL AND TO
EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF
THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING
WRITTEN CONSENTS OF SHAREHOLDERS, PARTNERS OR MEMBERS, AS THE CASE MAY BE,
CALLING
21
special meetings of shareholders, partners or members, as the case may be, and
voting at such meetings), which proxy shall be effective, automatically and
without the necessity of any action (including any transfer of any Pledged
Collateral on the record books of the issuer thereof) by any other person
(including the issuer of such Pledged Collateral or any officer or agent
thereof) upon the occurrence and during the continuance of an Event of Default
and which proxy shall only terminate upon the payment in full of the Secured
Obligations.
(C)
EACH GRANTOR HEREBY EXPRESSLY AUTHORIZES AND INSTRUCTS EACH ISSUER
OF ANY PLEDGED COLLATERAL PLEDGED HEREUNDER BY SUCH GRANTOR TO (I) COMPLY WITH
ANY INSTRUCTION RECEIVED BY IT FROM THE ADMINISTRATIVE AGENT IN WRITING THAT
(A) STATES THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (B) IS
OTHERWISE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT ANY OTHER OR
FURTHER INSTRUCTIONS FROM SUCH GRANTOR, AND EACH GRANTOR AGREES THAT SUCH ISSUER
SHALL BE FULLY PROTECTED IN SO COMPLYING AND (II) UNLESS OTHERWISE EXPRESSLY
PERMITTED HEREBY, PAY ANY DIVIDENDS OR OTHER PAYMENTS WITH RESPECT TO THE
PLEDGED COLLATERAL DIRECTLY TO THE ADMINISTRATIVE AGENT FOR DEPOSIT IN A CASH
COLLATERAL ACCOUNT OR, WITH THE CONSENT OF THE ADMINISTRATIVE AGENT, AN ELIGIBLE
DEPOSIT ACCOUNT.
Section 5.4 Proceeds to be Turned Over to Administrative Agent.
All Proceeds received by the Administrative Agent hereunder