THINGS AS PLEDGEE MAY REASONABLY REQUEST IN ORDER TO
EFFECTUATE THE PURPOSES OF THIS AGREEMENT INCLUDING, BUT WITHOUT LIMITATION,
DELIVERING TO PLEDGEE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, IRREVOCABLE
PROXIES IN RESPECT OF THE COLLATERAL IN FORM SATISFACTORY TO PLEDGEE.
UNTIL
RECEIPT THEREOF, UPON AN EVENT OF DEFAULT THAT HAS OCCURRED AND IS CONTINUING
BEYOND ANY APPLICABLE GRACE PERIOD, THIS AGREEMENT SHALL CONSTITUTE PLEDGOR'S
PROXY TO PLEDGEE OR ITS NOMINEE TO VOTE ALL SHARES OF COLLATERAL THEN REGISTERED
IN EACH PLEDGOR'S NAME.
(D)
NO PLEDGOR WILL CONSENT TO OR APPROVE THE ISSUANCE OF (I) ANY
ADDITIONAL SHARES OF ANY CLASS OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OF THE
ISSUER; OR (II) ANY SECURITIES CONVERTIBLE EITHER VOLUNTARILY BY THE HOLDER
THEREOF OR AUTOMATICALLY UPON THE OCCURRENCE OR NONOCCURRENCE OF ANY EVENT OR
CONDITION INTO, OR ANY SECURITIES EXCHANGEABLE FOR, ANY SUCH SHARES, UNLESS, IN
EITHER CASE, SUCH SHARES ARE PLEDGED AS COLLATERAL PURSUANT TO THIS AGREEMENT.
6.
VOTING RIGHTS AND DIVIDENDS.
IN ADDITION TO THE PLEDGEE'S RIGHTS
AND REMEDIES SET FORTH IN SECTION 8 HEREOF, IN CASE AN EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, BEYOND ANY APPLICABLE CURE PERIOD, THE PLEDGEE
SHALL (I) BE ENTITLED TO VOTE THE COLLATERAL, (II) BE ENTITLED TO GIVE CONSENTS,
WAIVERS AND RATIFICATIONS IN RESPECT OF THE COLLATERAL (EACH PLEDGOR HEREBY
IRREVOCABLY CONSTITUTING AND APPOINTING THE PLEDGEE, WITH FULL POWER OF
SUBSTITUTION, THE PROXY AND ATTORNEY-IN-FACT OF EACH PLEDGOR FOR SUCH PURPOSES)
AND (III) BE ENTITLED TO COLLECT AND RECEIVE FOR ITS OWN USE CASH DIVIDENDS PAID
ON THE COLLATERAL.
NO PLEDGOR SHALL BE PERMITTED TO EXERCISE OR REFRAIN FROM
EXERCISING ANY VOTING RIGHTS OR OTHER POWERS IF, IN THE REASONABLE JUDGMENT OF
THE PLEDGEE, SUCH ACTION WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF
THE COLLATERAL OR ANY PART THEREOF; AND, PROVIDED, FURTHER, THAT EACH PLEDGOR
SHALL GIVE AT LEAST FIVE (5) DAYS' WRITTEN NOTICE OF THE MANNER IN WHICH SUCH
PLEDGOR INTENDS TO EXERCISE, OR THE REASONS FOR REFRAINING FROM EXERCISING, ANY
VOTING RIGHTS OR OTHER POWERS OTHER THAN WITH RESPECT TO ANY ELECTION OF
DIRECTORS AND VOTING WITH RESPECT TO ANY INCIDENTAL MATTERS.
FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT, ALL DIVIDENDS AND ALL OTHER DISTRIBUTIONS IN
RESPECT OF ANY OF THE COLLATERAL, SHALL BE DELIVERED TO THE PLEDGEE TO HOLD AS
COLLATERAL AND SHALL, IF RECEIVED BY ANY PLEDGOR, BE RECEIVED IN TRUST FOR THE
BENEFIT OF THE PLEDGEE, BE SEGREGATED FROM THE OTHER PROPERTY OR FUNDS OF ANY
OTHER PLEDGOR, AND BE FORTHWITH DELIVERED TO THE PLEDGEE AS COLLATERAL IN THE
SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT).
7.
EVENT OF DEFAULT.
AN "EVENT OF DEFAULT" UNDER THIS AGREEMENT
SHALL OCCUR UPON THE HAPPENING OF ANY OF THE FOLLOWING EVENTS:
4
(A)
AN "EVENT OF DEFAULT" UNDER ANY DOCUMENT OR ANY AGREEMENT OR NOTE
RELATED TO ANY DOCUMENT SHALL HAVE OCCURRED AND BE CONTINUING BEYOND ANY
APPLICABLE CURE PERIOD;
(B)
ANY PLEDGOR SHALL DEFAULT IN THE PERFORMANCE OF ANY