SECTION 8(A)(II) HEREOF.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING
THE CONTINUATION THEREOF, EACH PLEDGOR SHALL PAY OVER TO THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, ANY DIVIDENDS RECEIVED BY SUCH
PLEDGOR WITH RESPECT TO ITS PLEDGED COLLATERAL AND ANY AND ALL MONEY AND OTHER
PROPERTY PAID OVER TO OR RECEIVED BY THE ADMINISTRATIVE AGENT SHALL BE RETAINED
BY THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, AS PLEDGED
COLLATERAL HEREUNDER AND SHALL BE APPLIED IN ACCORDANCE WITH THE TERMS OF THE
AMENDED AND RESTATED CREDIT AGREEMENT.
9.
DEFAULT.
THE PLEDGORS SHALL BE IN DEFAULT UNDER THIS PLEDGE AGREEMENT
UPON THE OCCURENCE OF ANY OF THE FOLLOWING EVENTS OR CONDITIONS (HEREINAFTER
REFERRED TO AS AN "EVENT OF DEFAULT"):
(i)
The occurrence of an Event of Default as defined in the Amended
and Restated Credit Agreement;
(ii)
The filing of any financing statement with regard to the Pledged
Collateral, other than relating to or permitted by this Pledge Agreement, or the
attachment of any additional Lien or security interest to any portion of the
Pledged Collateral, for the benefit of any Person other than the Administrative
Agent; and
(iii)
Failure of any Pledgor to observe any of its respective covenants
set forth in this Pledge Agreement.
9
10.
REMEDIES UPON AN EVENT OF DEFAULT.
(A)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE
CONTINUATION THEREOF, THE ADMINISTRATIVE AGENT MAY EXERCISE ALL RIGHTS OF A
SECURED PARTY UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED
COLLATERAL).
IN ADDITION, THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED AND
EMPOWERED TO
TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE
THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL, EXERCISE THE VOTING RIGHTS WITH
RESPECT THERETO, COLLECT AND RECEIVE ALL CASH DIVIDENDS AND OTHER DISTRIBUTIONS
MADE THEREON, SELL IN ONE OR MORE SALES AFTER TEN (10) DAYS' NOTICE OF THE TIME
AND PLACE OF ANY PUBLIC SALE OR OF THE TIME AFTER WHICH A PRIVATE SALE IS TO
TAKE PLACE (WHICH NOTICE EACH PLEDGOR AGREES IS COMMERCIALLY REASONABLE), BUT
WITHOUT ANY PREVIOUS NOTICE OR ADVERTISEMENT, THE WHOLE OR ANY PART OF THE
PLEDGED COLLATERAL AND OTHERWISE ACT WITH RESPECT TO THE PLEDGED COLLATERAL AS
THOUGH THE ADMINISTRATIVE AGENT WAS THE LEGAL AND RECORD OWNER THEREOF.
EACH
PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, AS THE PROXY AND ATTORNEY-IN-FACT OF
SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, WITH FULL POWER OF
SUBSTITUTION TO EXERCISE ANY OF THE RIGHTS PROVIDED IN THE PRECEDING SENTENCE;
PROVIDED, THAT THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY
SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO
SO OR FOR ANY DELAY IN DOING SO.
ANY SALE SHALL BE MADE AT A PUBLIC OR PRIVATE
SALE AT THE ADMINISTRATIVE AGENT'S OFFICES OR ELSEWHERE TO BE NAMED IN THE
NOTICE OF SALE,