DOCUMENT.
(B)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING AND THE
ADMINISTRATIVE AGENT SHALL GIVE NOTICE OF ITS INTENT TO EXERCISE SUCH RIGHTS TO
THE RELEVANT GRANTOR OR GRANTORS, (I) THE ADMINISTRATIVE AGENT SHALL HAVE THE
RIGHT TO RECEIVE ANY AND ALL CASH DIVIDENDS, PAYMENTS OR OTHER PROCEEDS PAID IN
RESPECT OF THE PLEDGED SECURITIES AND MAKE APPLICATION THEREOF TO THE
OBLIGATIONS IN SUCH ORDER AS THE CREDIT AGREEMENT SHALL PRESCRIBE, AND (II) ANY
OR ALL OF THE PLEDGED SECURITIES SHALL BE REGISTERED IN THE NAME OF THE
ADMINISTRATIVE AGENT OR ITS NOMINEE, AND THE ADMINISTRATIVE AGENT OR ITS NOMINEE
MAY THEREAFTER EXERCISE (X) ALL VOTING, CORPORATE AND OTHER RIGHTS PERTAINING TO
SUCH PLEDGED SECURITIES AT ANY MEETING OF SHAREHOLDERS OF THE RELEVANT ISSUER OR
ISSUERS OR OTHERWISE AND (Y) ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE AND
SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO SUCH
PLEDGED SECURITIES AS IF IT WERE THE ABSOLUTE OWNER THEREOF (INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF THE PLEDGED
SECURITIES UPON THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR
OTHER FUNDAMENTAL CHANGE IN THE CORPORATE STRUCTURE OF ANY ISSUER, OR UPON THE
EXERCISE BY ANY GRANTOR OR THE ADMINISTRATIVE AGENT OF ANY RIGHT, PRIVILEGE OR
OPTION PERTAINING TO SUCH PLEDGED SECURITIES, AND IN CONNECTION THEREWITH, THE
RIGHT TO DEPOSIT AND DELIVER ANY AND ALL OF THE PLEDGED SECURITIES WITH ANY
COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY UPON
SUCH TERMS AND
18
CONDITIONS AS THE ADMINISTRATIVE AGENT MAY DETERMINE), ALL WITHOUT LIABILITY
EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY RECEIVED BY IT, BUT THE ADMINISTRATIVE
AGENT SHALL HAVE NO DUTY TO ANY GRANTOR TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR
OPTION AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO
DOING.
(C)
EACH GRANTOR HEREBY AUTHORIZES AND INSTRUCTS EACH ISSUER OF ANY
PLEDGED SECURITIES PLEDGED BY SUCH GRANTOR HEREUNDER TO COMPLY WITH ANY
INSTRUCTION RECEIVED BY IT FROM THE ADMINISTRATIVE AGENT IN WRITING THAT (I)
STATES THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (II) IS
OTHERWISE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT ANY OTHER OR
FURTHER INSTRUCTIONS FROM SUCH GRANTOR, AND EACH GRANTOR AGREES THAT EACH ISSUER
SHALL BE FULLY PROTECTED IN SO COMPLYING.
6.4
PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT.
IN ADDITION TO
THE RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LENDERS SPECIFIED IN SECTION 6.1
WITH RESPECT TO PAYMENTS OF RECEIVABLES, IF AN EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, AND THE ADMINISTRATIVE AGENT HAS SO REQUESTED, ALL PROCEEDS
RECEIVED BY ANY GRANTOR IN RESPECT OF COLLATERAL CONSISTING OF CASH, CHECKS AND
OTHER NEAR-CASH ITEMS SHALL BE HELD BY SUCH GRANTOR IN TRUST FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS, SEGREGATED FROM OTHER FUNDS OF SUCH
GRANTOR, AND SHALL, FORTHWITH UPON RECEIPT BY SUCH GRANTOR, BE TURNED OVER TO
THE ADMINISTRATIVE AGENT IN THE EXACT FORM RECEIVED BY SUCH GRANTOR (DULY
INDORSED BY