FOR THE RATABLE
BENEFIT OF THE LENDERS 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
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 LENDER SHALL HAVE
ANY OBLIGATION OR LIABILITY UNDER ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE
THERETO) BY REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE RECEIPT BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OF ANY PAYMENT RELATING THERETO, NOR SHALL
THE ADMINISTRATIVE AGENT OR ANY LENDER 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), TO MAKE ANY PAYMENT, TO MAKE ANY
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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.
6.3
Pledged Stock.
(a)
Unless 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 6.3(b), 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, in each case paid in the
normal course of business of the relevant Issuer and consistent with past
practice, to the extent permitted in the Credit Agreement, and to exercise all
voting and corporate rights with respect to the Investment Property; provided,
however, that no vote shall be cast or corporate right exercised or other action
taken which would materially 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.
(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