UNDER THIS AGREEMENT
AND THE CREDIT AGREEMENT, SHALL BE DEEMED INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT OR THE CREDIT AGREEMENT WITHIN THE MEANING OF THIS
SECTION 6.6(B)(I) AND NO NOTICE OF ANY SUCH VOTING OR CONSENT NEED BE GIVEN TO
THE COLLATERAL AGENT; AND
(II)
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT AND AFTER THE COLLATERAL AGENT HAS GIVEN THE APPLICABLE GRANTOR NOTICE:
21
(1)
ALL RIGHTS OF EACH GRANTOR TO EXERCISE OR
REFRAIN FROM EXERCISING THE VOTING AND OTHER CONSENSUAL RIGHTS WHICH IT WOULD
OTHERWISE BE ENTITLED TO EXERCISE PURSUANT HERETO SHALL CEASE AND ALL SUCH
RIGHTS SHALL THEREUPON BECOME VESTED (A) UNTIL THE DISCHARGE OF FIRST LIEN
OBLIGATIONS HAS OCCURRED, IN THE FIRST LIEN COLLATERAL AGENT AND (B) THEREAFTER,
IN THE COLLATERAL AGENT WHO SHALL THEREUPON HAVE THE SOLE RIGHT TO EXERCISE SUCH
VOTING AND OTHER CONSENSUAL RIGHTS; AND
(2)
IN ORDER TO PERMIT THE COLLATERAL 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: (1) EACH GRANTOR SHALL PROMPTLY
EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED AND DELIVERED) (A) TO THE FIRST
LIEN COLLATERAL AGENT, UNTIL THE DISCHARGE OF FIRST LIEN OBLIGATIONS HAS
OCCURRED, AND (B) THEREAFTER, COLLATERAL AGENT ALL PROXIES, DIVIDEND PAYMENT
ORDERS AND OTHER INSTRUMENTS AS THE COLLATERAL AGENT MAY FROM TIME TO TIME
REASONABLY REQUEST AND (2) EACH GRANTOR ACKNOWLEDGES THAT THE COLLATERAL AGENT
MAY UTILIZE THE POWER OF ATTORNEY SET FORTH IN SECTION 8.1;
(C)
EXCEPT AS EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT, WITHOUT THE
PRIOR WRITTEN CONSENT OF (I) UNTIL THE DISCHARGE OF THE FIRST LIEN OBLIGATIONS
HAS OCCURRED, THE FIRST LIEN COLLATERAL AGENT, AND (II) THEREAFTER, THE
COLLATERAL AGENT, IT SHALL NOT VOTE TO ENABLE OR TAKE ANY OTHER ACTION TO:
(I) AMEND OR TERMINATE ANY PARTNERSHIP AGREEMENT, LIMITED LIABILITY COMPANY
AGREEMENT, CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS IN ANY WAY THAT MATERIALLY ADVERSELY AFFECTS THE RIGHTS OF SUCH
GRANTOR WITH RESPECT TO ANY INVESTMENT RELATED PROPERTY OR MATERIALLY ADVERSELY
AFFECTS THE VALIDITY, PERFECTION OR PRIORITY OF THE COLLATERAL AGENT'S SECURITY
INTEREST, (II) PERMIT ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO ISSUE ANY
ADDITIONAL STOCK, PARTNERSHIP INTERESTS, LIMITED LIABILITY COMPANY INTERESTS OR
OTHER EQUITY INTERESTS OF ANY NATURE OR TO ISSUE SECURITIES CONVERTIBLE INTO OR
GRANTING THE RIGHT OF PURCHASE OR EXCHANGE FOR ANY STOCK OR OTHER EQUITY
INTEREST OF ANY NATURE OF SUCH ISSUER EXCEPT TO ANOTHER GRANTOR OR, TO THE
EXTENT REQUIRED BY APPLICABLE LAW, OTHER PERSONS (E.G., DIRECTORS' QUALIFYING
SHARES) WHO HAVE CAUSED SUCH PROPERTY TO BECOME SUBJECTED TO A PERFECTED LIEN
THEREON IN FAVOR OF THE COLLATERAL AGENT, (III) OTHER THAN AS PERMITTED UNDER
THE CREDIT AGREEMENT, PERMIT ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO
DISPOSE OF ALL OR A MATERIAL PORTION OF THEIR ASSETS, (IV) WAIVE ANY DEFAULT
UNDER OR BREACH OF ANY TERMS OF ORGANIZATIONAL DOCUMENT RELATING TO