BENEFIT OF THE SECURED PARTIES AND THAT
PAYMENTS IN RESPECT THEREOF SHALL BE MADE DIRECTLY TO THE ADMINISTRATIVE AGENT.
(C)
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, EACH GRANTOR SHALL REMAIN LIABLE UNDER EACH OF THE RECEIVABLES
AND CONTRACTS TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER, ALL IN ACCORDANCE WITH THE TERMS OF ANY
AGREEMENT GIVING RISE THERETO.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY SECURED
PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER ANY RECEIVABLE (OR ANY
AGREEMENT GIVING RISE THERETO) OR CONTRACT BY REASON OF OR ARISING OUT OF THIS
AGREEMENT OR THE RECEIPT BY THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY OF ANY
PAYMENT RELATING THERETO, NOR SHALL THE ADMINISTRATIVE AGENT OR ANY SECURED
PARTY BE OBLIGATED IN ANY MANNER TO PERFORM ANY OF THE OBLIGATIONS OF ANY
GRANTOR UNDER OR PURSUANT TO ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE
THERETO) OR CONTRACT, TO MAKE ANY PAYMENT, TO MAKE ANY INQUIRY AS TO THE NATURE
OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR AS TO THE SUFFICIENCY OF ANY
PERFORMANCE BY ANY PARTY THEREUNDER, TO PRESENT OR FILE ANY CLAIM, TO TAKE ANY
ACTION TO ENFORCE ANY PERFORMANCE OR TO COLLECT THE PAYMENT OF ANY AMOUNTS WHICH
MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY TIME OR
TIMES.
7.3
Pledged Stock.
(a)
Unless a Default under
Section 7.01(a) or (f) of the Credit Agreement shall have occurred and be
continuing, or an Event of Default shall have occurred and be continuing, and
the Administrative Agent shall have given notice to the relevant Grantor of the
Administrative Agent's intent to exercise its corresponding rights pursuant to
Section 7.3(c), each Grantor shall be permitted to exercise all voting and
corporate or other organizational rights with respect to the Investment
Property; provided, however, that no vote shall be cast or corporate or other
organizational right exercised or other action taken which would impair the
Collateral or which would be inconsistent with or result in any violation of any
provision of the Credit Agreement, this Agreement or any other Loan Document.
The Administrative Agent shall execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such
Grantor may reasonably request for the purpose of enabling such Grantor to
exercise the voting and other rights that it is entitled to exercise pursuant to
this Section 7.3(a).
(B)
UNLESS A DEFAULT UNDER SECTION 7.01(A) OR
(F) OF THE CREDIT AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING, OR AN EVENT
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND THE ADMINISTRATIVE AGENT
SHALL HAVE GIVEN NOTICE TO THE RELEVANT GRANTOR OF THE ADMINISTRATIVE AGENT'S
INTENT TO EXERCISE ITS CORRESPONDING RIGHTS PURSUANT TO SECTION 7.3(C), EACH
GRANTOR SHALL BE PERMITTED TO RECEIVE ALL CASH DIVIDENDS PAID IN RESPECT OF THE
PLEDGED STOCK AND ALL PAYMENTS MADE IN RESPECT OF THE PLEDGED NOTES, TO THE
EXTENT PERMITTED IN