LONG AS THE CONTEST THEREOF SHALL BE CONDUCTED IN
ACCORDANCE WITH, AND PERMITTED PURSUANT TO THE PROVISIONS OF, THE INDENTURE.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 4.11, IF AT ANY TIME
PAYMENT OR PERFORMANCE OF ANY OBLIGATION CONTESTED BY SUCH PLEDGOR PURSUANT TO
THIS SECTION 4.11 SHALL BECOME NECESSARY TO PREVENT THE IMPOSITION OF REMEDIES
BECAUSE OF NON-PAYMENT, SUCH PLEDGOR SHALL PAY OR PERFORM THE SAME IN SUFFICIENT
TIME TO PREVENT THE IMPOSITION OF REMEDIES IN RESPECT OF SUCH DEFAULT OR
PROSPECTIVE DEFAULT.
SECTION 4.12.
ACCESS TO COLLATERAL, BOOKS AND RECORDS; OTHER INFORMATION.
UPON REASONABLE REQUEST TO EACH PLEDGOR, THE COLLATERAL AGENT, ITS AGENTS,
ACCOUNTANTS AND ATTORNEYS SHALL HAVE FULL AND FREE ACCESS TO VISIT AND INSPECT,
AS APPLICABLE, DURING NORMAL BUSINESS HOURS AND SUCH OTHER REASONABLE TIMES AS
MAY BE REQUESTED BY THE COLLATERAL AGENT ALL OF THE COLLATERAL AND MORTGAGED
PROPERTY INCLUDING ALL OF THE BOOKS, CORRESPONDENCE AND RECORDS OF SUCH PLEDGOR
RELATING THERETO.
THE COLLATERAL AGENT AND ITS REPRESENTATIVES MAY EXAMINE THE
SAME, TAKE EXTRACTS THEREFROM AND MAKE PHOTOCOPIES THEREOF, AND SUCH PLEDGOR
AGREES TO RENDER TO THE COLLATERAL AGENT, AT SUCH PLEDGOR'S COST AND EXPENSE,
SUCH CLERICAL AND OTHER ASSISTANCE AS MAY BE REASONABLY REQUESTED BY THE
COLLATERAL AGENT WITH REGARD THERETO.
SUCH PLEDGOR SHALL, AT ANY AND ALL TIMES,
WITHIN A REASONABLE TIME AFTER WRITTEN REQUEST BY THE COLLATERAL AGENT, FURNISH
OR CAUSE TO BE FURNISHED TO THE COLLATERAL AGENT, IN SUCH MANNER AND IN SUCH
DETAIL AS MAY BE REASONABLY REQUESTED BY THE COLLATERAL AGENT, ADDITIONAL
INFORMATION WITH RESPECT TO THE COLLATERAL.
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.
PLEDGE OF ADDITIONAL SECURITIES COLLATERAL.
EACH PLEDGOR
SHALL, UPON OBTAINING ANY PLEDGED SECURITIES OF ANY PERSON, ACCEPT THE SAME IN
TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND FORTHWITH DELIVER TO THE
COLLATERAL AGENT A PLEDGE AMENDMENT, DULY EXECUTED BY SUCH PLEDGOR, IN
SUBSTANTIALLY THE FORM OF EXHIBIT 2 ANNEXED 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 WHICH ARE TO
BE PLEDGED PURSUANT TO THIS AGREEMENT, AND CONFIRMING THE ATTACHMENT OF THE LIEN
HEREBY CREATED ON AND IN RESPECT OF
20
SUCH ADDITIONAL PLEDGED SECURITIES.
EACH PLEDGOR HEREBY AUTHORIZES THE
COLLATERAL AGENT TO ATTACH EACH PLEDGE AMENDMENT TO THIS AGREEMENT AND AGREES
THAT ALL PLEDGED SECURITIES LISTED ON ANY PLEDGE AMENDMENT DELIVERED TO THE
COLLATERAL AGENT SHALL FOR ALL PURPOSES HEREUNDER BE CONSIDERED COLLATERAL.
SECTION 5.2.
VOTING RIGHTS; DISTRIBUTIONS; ETC.
(I)
UNLESS AND UNTIL A
PAYMENT DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR THE
MATURITY OF THE NOTES HAS BEEN ACCELERATED OR THE NOTES ARE OTHERWISE DUE AND
PAYABLE:
(A)
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
Indenture or any other document evidencing the Senior Secured Obligations;