PURCHASE AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
AGENT, THE COMPANY SHALL NOT FILE OR SUFFER TO BE ON FILE, OR AUTHORIZE OR
PERMIT TO BE FILED OR TO BE ON FILE, IN ANY JURISDICTION, ANY FINANCING
STATEMENT OR LIKE INSTRUMENT WITH RESPECT TO THE COLLATERAL IN WHICH THE AGENT
IS NOT NAMED AS THE SOLE SECURED PARTY FOR THE BENEFIT OF EACH OF THE
PURCHASERS.
4.03
PRESERVATION OF RIGHTS.
THE AGENT SHALL NOT BE REQUIRED TO TAKE
STEPS NECESSARY TO PRESERVE ANY RIGHTS AGAINST PRIOR PARTIES TO ANY OF THE
COLLATERAL.
4.04
SPECIAL PROVISIONS RELATING TO CERTAIN COLLATERAL.
A.
STOCK COLLATERAL.
(1)
THE COMPANY WILL CAUSE THE STOCK COLLATERAL
TO CONSTITUTE AT ALL TIMES 100% OF THE TOTAL NUMBER OF SHARES OF EACH CLASS OF
CAPITAL STOCK OF EACH ISSUER THEN OUTSTANDING THAT IS OWNED DIRECTLY OR
INDIRECTLY BY THE COMPANY.
(2)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, THE COMPANY SHALL HAVE THE RIGHT TO EXERCISE ALL
VOTING, CONSENSUAL AND OTHER POWERS OF OWNERSHIP PERTAINING TO THE STOCK
COLLATERAL FOR ALL PURPOSES NOT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT,
THE PURCHASE AGREEMENT, THE NOTES OR ANY OTHER INSTRUMENT OR AGREEMENT REFERRED
TO HEREIN OR THEREIN, PROVIDED THAT THE COMPANY AGREES THAT IT WILL NOT VOTE THE
STOCK COLLATERAL IN ANY MANNER THAT IS INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT, THE PURCHASE AGREEMENT, THE NOTES OR ANY SUCH OTHER INSTRUMENT OR
AGREEMENT; AND THE AGENT SHALL EXECUTE AND DELIVER TO THE COMPANY OR CAUSE TO BE
EXECUTED AND DELIVERED TO THE COMPANY ALL SUCH PROXIES, POWERS OF ATTORNEY,
DIVIDEND AND OTHER ORDERS, AND ALL SUCH INSTRUMENTS, WITHOUT RECOURSE, AS THE
COMPANY MAY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING THE COMPANY TO
EXERCISE THE RIGHTS AND POWERS WHICH IT IS ENTITLED TO EXERCISE PURSUANT TO THIS
SECTION 4.04(A)(2).
(3)
UNLESS AND UNTIL AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THE COMPANY SHALL BE ENTITLED TO RECEIVE AND RETAIN
ANY DIVIDENDS ON THE STOCK COLLATERAL PAID IN CASH OUT OF EARNED SURPLUS.
(4)
IF ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED, THEN SO LONG AS SUCH EVENT OF DEFAULT SHALL CONTINUE, AND WHETHER OR
NOT THE AGENT EXERCISES ANY AVAILABLE RIGHT TO DECLARE ANY SECURED OBLIGATIONS
DUE AND PAYABLE OR SEEKS OR PURSUES ANY OTHER RELIEF OR REMEDY AVAILABLE TO IT
UNDER APPLICABLE LAW OR UNDER THIS AGREEMENT, THE PURCHASE AGREEMENT, THE NOTES
OR ANY OTHER AGREEMENT RELATING TO SUCH SECURED OBLIGATIONS, ALL DIVIDENDS AND
OTHER DISTRIBUTIONS ON THE STOCK COLLATERAL SHALL BE PAID DIRECTLY TO THE AGENT
AND RETAINED BY IT AS PART OF THE STOCK COLLATERAL, SUBJECT TO THE TERMS OF THIS
AGREEMENT, AND, IF THE AGENT SHALL SO REQUEST IN WRITING, THE COMPANY AGREES TO
EXECUTE AND DELIVER TO THE AGENT APPROPRIATE ADDITIONAL DIVIDEND, DISTRIBUTION
AND OTHER ORDERS AND DOCUMENTS TO THAT END, PROVIDED THAT IF SUCH EVENT OF
DEFAULT IS CURED, ANY SUCH DIVIDEND OR DISTRIBUTION THERETOFORE PAID TO THE
AGENT SHALL, UPON REQUEST