SCHEDULES
THERETO, IN CONNECTION WITH THIS AGREEMENT, IN EACH CASE, RELATING TO THE
PLEDGED COLLATERAL, IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
THE
PLEDGED COLLATERAL DESCRIBED ON THE SCHEDULES TO THE PERFECTION CERTIFICATE
CONSTITUTES ALL OF THE PROPERTY OF SUCH TYPE OF PLEDGED COLLATERAL OWNED OR HELD
BY THE PLEDGORS.
SECTION 4.8.
INSURANCE.
IN THE EVENT
THAT THE PROCEEDS OF ANY INSURANCE CLAIM ARE PAID TO ANY PLEDGOR AFTER THE
COLLATERAL AGENT HAS EXERCISED ITS RIGHT TO FORECLOSE AFTER AN EVENT OF DEFAULT,
SUCH NET CASH PROCEEDS SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE COLLATERAL
AGENT AND IMMEDIATELY AFTER RECEIPT THEREOF SHALL BE PAID TO THE COLLATERAL
AGENT FOR APPLICATION IN ACCORDANCE WITH THE CREDIT AGREEMENT.
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.
PLEDGE OF ADDITIONAL
SECURITIES COLLATERAL.
EACH PLEDGOR SHALL, UPON OBTAINING ANY PLEDGED
SECURITIES OR INTERCOMPANY NOTES OF ANY PERSON, ACCEPT THE SAME IN TRUST FOR THE
BENEFIT OF THE COLLATERAL AGENT AND PROMPTLY (BUT IN ANY EVENT WITHIN FIVE DAYS
AFTER RECEIPT THEREOF) DELIVER TO THE COLLATERAL AGENT A PLEDGE AMENDMENT, DULY
EXECUTED BY SUCH PLEDGOR, IN SUBSTANTIALLY THE FORM OF EXHIBIT 1 HERETO (EACH, A
"PLEDGE AMENDMENT"), AND THE CERTIFICATES AND OTHER DOCUMENTS REQUIRED UNDER
SECTION 3.1 AND SECTION 3.2 HEREOF IN RESPECT OF THE ADDITIONAL PLEDGED
SECURITIES OR INTERCOMPANY NOTES WHICH ARE TO BE PLEDGED PURSUANT TO THIS
AGREEMENT, AND CONFIRMING THE ATTACHMENT OF THE LIEN HEREBY CREATED ON AND IN
RESPECT OF SUCH ADDITIONAL PLEDGED SECURITIES OR INTERCOMPANY NOTES.
EACH
PLEDGOR HEREBY AUTHORIZES THE COLLATERAL AGENT TO ATTACH EACH PLEDGE AMENDMENT
TO THIS AGREEMENT AND AGREES THAT ALL PLEDGED SECURITIES OR INTERCOMPANY NOTES
LISTED ON ANY PLEDGE AMENDMENT DELIVERED TO THE COLLATERAL AGENT SHALL FOR ALL
PURPOSES HEREUNDER BE CONSIDERED PLEDGED COLLATERAL.
SECTION 5.2.
VOTING RIGHTS;
DISTRIBUTIONS; ETC.
(A)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING:
(I)
EACH PLEDGOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL
VOTING AND OTHER CONSENSUAL RIGHTS PERTAINING TO THE SECURITIES COLLATERAL OR
ANY PART THEREOF FOR ANY PURPOSE NOT INCONSISTENT WITH THE TERMS OR PURPOSES
HEREOF, THE CREDIT AGREEMENT OR ANY OTHER DOCUMENT EVIDENCING THE SECURED
OBLIGATIONS; PROVIDED, HOWEVER, THAT NO PLEDGOR SHALL IN ANY EVENT EXERCISE SUCH
RIGHTS IN ANY MANNER WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
15
(II)
EACH PLEDGOR SHALL BE ENTITLED TO RECEIVE AND RETAIN, AND TO
UTILIZE FREE AND CLEAR OF THE LIEN HEREOF, ANY AND ALL DISTRIBUTIONS, BUT ONLY
IF AND TO THE EXTENT MADE IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT
AGREEMENT; PROVIDED, HOWEVER, THAT ANY AND ALL SUCH DISTRIBUTIONS CONSISTING OF
RIGHTS OR INTERESTS IN THE FORM OF SECURITIES SHALL BE FORTHWITH DELIVERED TO
THE COLLATERAL AGENT TO HOLD AS PLEDGED COLLATERAL AND SHALL, IF RECEIVED BY ANY
PLEDGOR, BE RECEIVED IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT, BE
SEGREGATED FROM THE OTHER PROPERTY OR FUNDS OF SUCH PLEDGOR AND BE PROMPTLY (BUT
IN ANY EVENT WITHIN FIVE DAYS