AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND
SUBJECT TO ANY APPLICABLE LAWS, RULES AND REGULATIONS OR ORDERS RELATING TO
NATIONAL SECURITY:
(I)
ALL RIGHTS OF EACH GRANTOR (X) TO EXERCISE OR REFRAIN FROM EXERCISING
THE VOTING AND OTHER CONSENSUAL RIGHTS THAT IT WOULD OTHERWISE BE ENTITLED TO
EXERCISE PURSUANT TO SECTION 16(A)(I) SHALL, UPON NOTICE TO SUCH GRANTOR BY THE
ADMINISTRATIVE AGENT, CEASE AND (Y) TO RECEIVE THE DIVIDENDS, INTEREST AND OTHER
DISTRIBUTIONS THAT IT WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN
PURSUANT TO SECTION 16(A)(II) SHALL AUTOMATICALLY CEASE, AND ALL SUCH RIGHTS
SHALL THEREUPON BECOME VESTED IN THE ADMINISTRATIVE AGENT, WHICH SHALL THEREUPON
HAVE THE SOLE RIGHT TO EXERCISE OR REFRAIN FROM EXERCISING SUCH VOTING AND OTHER
CONSENSUAL RIGHTS AND TO RECEIVE AND HOLD AS SECURITY COLLATERAL SUCH DIVIDENDS,
INTEREST AND OTHER DISTRIBUTIONS.
(II)
ALL DIVIDENDS, INTEREST AND OTHER DISTRIBUTIONS THAT ARE RECEIVED BY
ANY GRANTOR CONTRARY TO THE PROVISIONS OF PARAGRAPH (I) OF THIS SECTION 16(B)
SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, SHALL BE
SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH PAID OVER TO
THE ADMINISTRATIVE AGENT AS SECURITY COLLATERAL IN THE SAME FORM AS SO RECEIVED
(WITH ANY NECESSARY INDORSEMENT).
(III)
THE ADMINISTRATIVE AGENT SHALL BE AUTHORIZED TO SEND TO EACH
SECURITIES INTERMEDIARY (AS DEFINED IN AND UNDER ANY SECURITY CONTROL AGREEMENT)
A NOTICE OF EXCLUSIVE CONTROL (AS DEFINED IN AND UNDER SUCH SECURITY CONTROL
AGREEMENT).
Section 17.
As to the Assigned Agreements.
(a)
Each Grantor will, except
where the failure to do so is not likely to have a Material Adverse Effect,
perform and observe all terms and provisions of the Assigned Agreements to be
performed or observed by it, to the extent it has the power to do so, maintain
the Assigned Agreements to which it is a party in full force and effect and
enforce the Assigned Agreements to which it is a party in accordance with the
terms thereof.
(B)
EACH GRANTOR HEREBY CONSENTS ON ITS BEHALF AND ON BEHALF OF ITS
SUBSIDIARIES TO THE ASSIGNMENT AND PLEDGE TO THE ADMINISTRATIVE AGENT FOR
BENEFIT OF THE SECURED PARTIES OF EACH ASSIGNED AGREEMENT TO WHICH IT IS A PARTY
BY ANY OTHER GRANTOR HEREUNDER.
Section 18.
Payments Under the Assigned Agreements.
(a)
Upon the occurrence
and during the continuation of a Specified Default at the request of the
Administrative Agent, each Grantor agrees to instruct each other party to each
Assigned Agreement (or such Assigned Agreements as the Administrative Agent
shall specify) to which it is a party that all payments due or to become due
under or in connection with such Assigned Agreement will be made directly to the
Collateral Account.
(B)
ALL MONEYS RECEIVED OR COLLECTED PURSUANT TO SUBSECTION (A) ABOVE SHALL BE
(I) RELEASED TO THE APPLICABLE GRANTOR ON THE TERMS SET FORTH IN SECTION 8 SO
LONG AS NO SPECIFIED DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR (II) IF
ANY EVENT OF DEFAULT SHALL HAVE