the extent that
any Existing IP Liens secure obligations not
prohibited by Credit Agreement, and (3) individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect,
the Administrative Agent shall countersign such certificate which shall be a
confirmation that the requirements of this Section 15(h) are discharged solely
with respect to the Affected IP Collateral described on such certificate.
In
any event, the Administrative Agent may from time to time at reasonable
intervals inquire as to the status of the Grantors' progress in complying with
this Section 15(h).
Section 16.
Voting Rights; Dividends; Etc.
(a)
So long as no Event of
Default shall have occurred and be continuing:
(I)
EACH GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING AND
OTHER CONSENSUAL RIGHTS PERTAINING TO THE SECURITY COLLATERAL OF SUCH GRANTOR OR
ANY PART THEREOF; PROVIDED, HOWEVER, THAT SUCH GRANTOR WILL NOT EXERCISE OR
REFRAIN FROM EXERCISING ANY SUCH RIGHT IF SUCH ACTION WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE VALUE OF THE SECURITY COLLATERAL OR ANY PART THEREOF.
(II)
EACH GRANTOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL
DIVIDENDS, INTEREST AND OTHER DISTRIBUTIONS PAID IN RESPECT OF THE SECURITY
COLLATERAL OF SUCH GRANTOR IF AND TO THE EXTENT THAT THE PAYMENT THEREOF IS NOT
OTHERWISE PROHIBITED BY THE TERMS OF THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT
ANY AND ALL
(A)
DIVIDENDS, INTEREST AND OTHER DISTRIBUTIONS PAID OR PAYABLE OTHER THAN
IN CASH IN RESPECT OF, AND INSTRUMENTS AND OTHER PROPERTY RECEIVED, RECEIVABLE
OR OTHERWISE DISTRIBUTED IN RESPECT OF, OR IN EXCHANGE FOR, ANY SECURITY
COLLATERAL,
(B)
EXCEPT IN CONNECTION WITH TRANSACTIONS PERMITTED UNDER SECTIONS
7.04(A) AND (B) OF THE CREDIT AGREEMENT, DIVIDENDS AND OTHER DISTRIBUTIONS PAID
OR PAYABLE OTHER THAN IN CASH IN RESPECT OF ANY SECURITY COLLATERAL IN
CONNECTION WITH A PARTIAL OR TOTAL LIQUIDATION OR DISSOLUTION OR IN CONNECTION
WITH A REDUCTION OF CAPITAL, CAPITAL SURPLUS OR PAID-IN-SURPLUS AND
(C)
AMOUNTS PAID, PAYABLE OR OTHERWISE DISTRIBUTED OTHER THAN IN CASH IN
RESPECT OF PRINCIPAL OF, OR IN REDEMPTION OF, OR IN EXCHANGE FOR, ANY SECURITY
COLLATERAL
shall be, and shall be forthwith delivered to the Administrative Agent to hold
as, Security Collateral and shall, if received by such Grantor, be received in
trust for the benefit of the Administrative Agent, be segregated from the other
property or funds of such Grantor and be forthwith delivered to the
Administrative Agent as Security Collateral in the same form as so received
(with any necessary indorsement).
(III)
THE ADMINISTRATIVE AGENT WILL EXECUTE AND DELIVER (OR CAUSE TO BE
EXECUTED AND DELIVERED) TO EACH GRANTOR ALL SUCH PROXIES AND OTHER INSTRUMENTS
AS SUCH GRANTOR MAY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING SUCH GRANTOR
TO EXERCISE THE VOTING AND OTHER RIGHTS THAT IT IS ENTITLED TO EXERCISE PURSUANT
TO PARAGRAPH (I) ABOVE AND TO
RECEIVE THE DIVIDENDS OR INTEREST PAYMENTS THAT IT IS AUTHORIZED TO RECEIVE AND
RETAIN PURSUANT TO PARAGRAPH (II) ABOVE.
(B)
UPON THE OCCURRENCE