right to exchange the
certificates representing Pledged Securities for certificates of smaller or
larger denominations for any purpose consistent with this Agreement.
SECTION 3.06.
Voting Rights; Dividends and Interest.
(a)
Unless and until an
Event of Default shall have occurred and be continuing and the Agent shall have
notified the Grantors that their rights under this Section 3.06 are being
suspended:
(I)
EACH GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING
AND/OR OTHER CONSENSUAL RIGHTS AND POWERS INURING TO AN OWNER OF PLEDGED
SECURITIES OR ANY PART THEREOF FOR ANY PURPOSE NOT IN VIOLATION OF THE TERMS OF
THIS AGREEMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(II)
THE AGENT SHALL EXECUTE AND DELIVER TO EACH GRANTOR, OR CAUSE TO
BE EXECUTED AND DELIVERED TO SUCH GRANTOR, ALL SUCH PROXIES, POWERS OF ATTORNEY
AND OTHER INSTRUMENTS AS SUCH GRANTOR MAY REASONABLY REQUEST FOR THE PURPOSE OF
ENABLING SUCH GRANTOR TO EXERCISE THE VOTING AND/OR CONSENSUAL RIGHTS AND POWERS
IT IS ENTITLED TO EXERCISE PURSUANT TO SUBPARAGRAPH (I) ABOVE.
(III)
EACH 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 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 LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS AND APPLICABLE LAWS; PROVIDED THAT
ANY NON-CASH 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
9
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 GRANTOR, SHALL BE HELD IN TRUST FOR THE
BENEFIT OF THE AGENT AND SHALL BE FORTHWITH DELIVERED TO THE AGENT IN THE SAME
FORM AS SO RECEIVED (ENDORSED IN A MANNER REASONABLY SATISFACTORY TO THE AGENT).
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AFTER THE AGENT SHALL HAVE NOTIFIED THE GRANTORS OF THE SUSPENSION OF
THEIR RIGHTS UNDER PARAGRAPH (A)(III) OF THIS SECTION 3.06, THEN ALL RIGHTS OF
ANY GRANTOR TO DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT SUCH
GRANTOR IS AUTHORIZED TO RECEIVE PURSUANT TO PARAGRAPH (A)(III) OF THIS
SECTION 3.06 SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN
THE AGENT FOR SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING, WHICH SHALL HAVE
THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO RECEIVE AND RETAIN SUCH DIVIDENDS,
INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS.
ALL DIVIDENDS, INTEREST, PRINCIPAL
OR OTHER DISTRIBUTIONS RECEIVED BY ANY GRANTOR CONTRARY TO THE PROVISIONS OF
THIS SECTION 3.06 SHALL BE