violation of any provision of the Credit Agreement,
this Agreement or any other Loan 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 THE ORDER SET FORTH IN SECTION 6.5, 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
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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 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 (I) COMPLY WITH ANY INSTRUCTION
RECEIVED BY IT FROM THE ADMINISTRATIVE AGENT IN WRITING THAT (X) STATES THAT AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (Y) 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, AND (II) UNLESS OTHERWISE EXPRESSLY
PERMITTED HEREBY, PAY ANY DIVIDENDS OR OTHER PAYMENTS WITH RESPECT TO THE
PLEDGED SECURITIES DIRECTLY TO THE ADMINISTRATIVE AGENT.
6.4.
Proceeds to be Turned Over To Administrative Agent.
In addition
to the rights of the Administrative Agent and the Secured Parties specified in
Section 6.1 with respect to payments of Receivables, if an Event of Default
shall occur and be continuing, all Proceeds received by any Grantor consisting
of cash, checks and other near-cash items shall be held by such Grantor in trust
for the Administrative Agent and the Secured Parties, segregated from other
funds