AS SECURED PARTY MAY IN ITS DISCRETION DETERMINE, SUBJECT TO THE
INTERCREDITOR AGREEMENT, (C) RENEW, EXTEND FOR ANY PERIOD, ACCELERATE, MODIFY,
COMPROMISE, SETTLE OR RELEASE ANY OF THE OBLIGATIONS OF ANY OTHER LIABLE PARTY
IN RESPECT TO ANY OR ALL OF THE SECURED OBLIGATIONS OR OTHER SECURITY FOR THE
SECURED OBLIGATIONS, (D) WAIVE, ENFORCE, MODIFY, AMEND, RESTATE OR SUPPLEMENT
ANY OF THE PROVISIONS OF ANY OBLIGATION DOCUMENT WITH ANY PERSON OTHER THAN
DEBTOR, AND (E) RELEASE OR SUBSTITUTE ANY OTHER LIABLE PARTY.
ANY ACTION
DESCRIBED IN THIS SECTION 4.7 MAY BE TAKEN BY SECURED PARTY ONLY IN ACCORDANCE
WITH THE INTERCREDITOR AGREEMENT.
SECTION 4.8.
VOTING RIGHTS, DIVIDENDS, ETC. IN
RESPECT OF PLEDGED SHARES AND LLC RIGHTS.
(A)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING DEBTOR MAY RECEIVE AND RETAIN ANY AND ALL DIVIDENDS
OR INTEREST PAID IN RESPECT OF THE PLEDGED SHARES AND THE LLC RIGHTS; PROVIDED,
HOWEVER, THAT ANY AND ALL
(I)
DIVIDENDS AND INTEREST PAID OR PAYABLE
OTHER THAN IN CASH IN RESPECT OF, AND INSTRUMENTS AND OTHER PROPERTY RECEIVED,
RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE FOR, ANY
PLEDGED SHARES OR LLC RIGHTS,
(II)
DIVIDENDS AND OTHER DISTRIBUTIONS PAID OR
PAYABLE IN CASH IN RESPECT OF ANY PLEDGED SHARES OR LLC RIGHTS IN CONNECTION
WITH A PARTIAL OR TOTAL LIQUIDATION OR DISSOLUTION OR IN CONNECTION WITH A
REDUCTION OF CAPITAL, CAPITAL SURPLUS OR PAID-IN SURPLUS, AND
(III)
CASH PAID, PAYABLE OR OTHERWISE DISTRIBUTED
IN REDEMPTION OF, OR IN EXCHANGE FOR, ANY PLEDGED SHARES OR LLC RIGHTS,
shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged
Shares or LLC Rights and shall, if received by Debtor, be received in trust for
the benefit of Secured Party, be segregated from the other property or funds of
Debtor, and be forthwith delivered to Secured Party in the exact form received
with any necessary indorsement or appropriate stock powers duly executed in
blank, to be held by Secured Party as Collateral.
(B)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT:
(I)
ALL RIGHTS OF DEBTOR TO RECEIVE AND
RETAIN THE DIVIDENDS AND INTEREST PAYMENTS WHICH IT WOULD OTHERWISE BE
AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO SUBSECTION (A) OF THIS
SECTION SHALL AUTOMATICALLY CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON
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BECOME VESTED IN SECURED PARTY WHICH SHALL THEREUPON HAVE THE SOLE RIGHT TO
RECEIVE AND HOLD AS PLEDGED SHARES OR LLC RIGHTS SUCH DIVIDENDS AND INTEREST
PAYMENTS;
(II)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, SECURED PARTY MAY AT ITS OPTION (SUBJECT TO THE INTERCREDITOR
AGREEMENT) EXERCISE ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE, SUBSCRIPTION OR
ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO ANY OF THE PLEDGED SHARES
OR LLC RIGHTS AS IF IT WERE THE ABSOLUTE OWNER THEREOF, INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO EXCHANGE, IN ITS DISCRETION, ANY AND ALL OF THE PLEDGED
SHARES OR LLC RIGHTS UPON THE MERGER, CONSOLIDATION, REORGANIZATION,
RECAPITALIZATION OR OTHER ADJUSTMENT OF ANY