INTEREST, PRINCIPAL AND OTHER DISTRIBUTIONS ARE PERMITTED BY, AND
OTHERWISE PAID OR DISTRIBUTED IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF
THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND APPLICABLE LAWS; PROVIDED
THAT ANY DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT WOULD
CONSTITUTE PLEDGED STOCK OR PLEDGED DEBT SECURITIES, WHETHER RESULTING FROM A
SUBDIVISION, COMBINATION OR RECLASSIFICATION OF THE OUTSTANDING EQUITY INTERESTS
OF THE ISSUER OF ANY PLEDGED SECURITIES OR RECEIVED IN EXCHANGE FOR PLEDGED
SECURITIES OR ANY PART THEREOF, OR IN REDEMPTION THEREOF, OR AS A RESULT OF ANY
MERGER, CONSOLIDATION, ACQUISITION OR OTHER EXCHANGE OF ASSETS TO WHICH SUCH
ISSUER MAY BE A PARTY OR OTHERWISE, SHALL BE AND BECOME PART OF THE PLEDGED
COLLATERAL AND, IF RECEIVED BY ANY GRANTOR, SHALL NOT BE COMMINGLED BY SUCH
GRANTOR WITH ANY OF ITS OTHER FUNDS OR PROPERTY BUT SHALL BE HELD SEPARATE AND
APART THEREFROM, SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT
AND SHALL BE SUBJECT TO THE SECURITY INTEREST OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ALL
RIGHTS OF ANY GRANTOR TO DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS
THAT SUCH GRANTOR IS AUTHORIZED TO RECEIVE PURSUANT TO PARAGRAPH (A)(III) OF
THIS SECTION SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN
THE COLLATERAL AGENT, WHICH SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND
AUTHORITY TO RECEIVE AND RETAIN SUCH DIVIDENDS, INTEREST, PRINCIPAL OR OTHER
DISTRIBUTIONS.
ALL DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS
RECEIVED BY ANY GRANTOR CONTRARY TO THE PROVISIONS OF THIS SECTION SHALL BE HELD
IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT, SHALL BE SEGREGATED FROM OTHER
PROPERTY OR FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH DELIVERED TO THE
COLLATERAL AGENT UPON DEMAND IN THE FORM IN WHICH SO RECEIVED (WITH ANY
NECESSARY ENDORSEMENT).
ANY
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AND ALL MONEY AND OTHER PROPERTY PAID OVER TO OR RECEIVED BY THE COLLATERAL
AGENT PURSUANT TO THE PROVISIONS OF THIS PARAGRAPH (B) SHALL BE RETAINED BY THE
COLLATERAL AGENT IN AN ACCOUNT TO BE ESTABLISHED BY THE COLLATERAL AGENT UPON
RECEIPT OF SUCH MONEY OR OTHER PROPERTY AND SHALL BE APPLIED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02.
TO THE EXTENT NOT REQUIRED TO BE APPLIED AS
PROVIDED HEREIN, SUCH DEPOSITS SHALL BE INVESTED IN OBLIGATIONS (WHICH SHALL BE
SELECTED BY, AND MAY BE OBLIGATIONS OF, THE COLLATERAL AGENT) EARNING INTEREST
AT AN OVERNIGHT RATE, WHICH INVESTMENTS SHALL BE MADE AT THE BORROWER'S RISK AND
EXPENSE.
AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED AND THE BORROWER
HAS DELIVERED TO THE COLLATERAL AGENT A CERTIFICATE TO THAT EFFECT AND ANY
ACCELERATION OF THE OBLIGATIONS HAS BEEN RESCINDED, NULLIFIED OR OTHERWISE
CANCELLED, THE COLLATERAL AGENT SHALL, WITHIN 5 BUSINESS DAYS REPAY TO EACH
GRANTOR (WITH INTEREST, IF ANY) ALL DIVIDENDS, INTEREST, PRINCIPAL OR OTHER
DISTRIBUTIONS THAT SUCH GRANTOR WOULD OTHERWISE BE PERMITTED TO RETAIN PURSUANT
TO THE TERMS OF PARAGRAPH