RESPECT TO THE
INVESTMENT PROPERTY PURSUANT TO THE RECAPITALIZATION OR RECLASSIFICATION OF THE
CAPITAL OF ANY ISSUER OR PURSUANT TO THE REORGANIZATION THEREOF, THE PROPERTY SO
DISTRIBUTED SHALL, UNLESS OTHERWISE SUBJECT TO A PERFECTED LIEN IN FAVOR OF THE
SECURED PARTY, BE DELIVERED TO THE SECURED PARTY TO BE HELD BY IT HEREUNDER AS
ADDITIONAL COLLATERAL FOR THE ISDA OBLIGATIONS. UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF A DEFAULT OR POTENTIAL TERMINATION EVENT, IF ANY SUMS OF
MONEY OR PROPERTY SO PAID OR DISTRIBUTED IN RESPECT OF THE INVESTMENT PROPERTY
SHALL BE RECEIVED BY SUCH GRANTOR, SUCH GRANTOR SHALL, UNTIL SUCH MONEY OR
PROPERTY IS PAID OR DELIVERED TO THE SECURED PARTY, HOLD SUCH MONEY OR PROPERTY
IN TRUST FOR THE SECURED PARTY, SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR, AS
ADDITIONAL COLLATERAL FOR THE ISDA OBLIGATIONS.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
SECURED PARTY, SUCH GRANTOR WILL NOT (I) VOTE TO ENABLE, OR TAKE ANY OTHER
ACTION TO PERMIT, ANY ISSUER TO ISSUE ANY EQUITY INTERESTS OF ANY NATURE OR TO
ISSUE ANY OTHER SECURITIES OR INTERESTS CONVERTIBLE INTO OR GRANTING THE RIGHT
TO PURCHASE OR EXCHANGE FOR ANY EQUITY INTERESTS OF ANY NATURE OF ANY ISSUER,
EXCEPT, IN EACH CASE, AS PERMITTED BY THE MASTER ISDAS, (II) SELL, ASSIGN,
TRANSFER, EXCHANGE, OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT
TO, THE INVESTMENT PROPERTY OR PROCEEDS THEREOF (EXCEPT PURSUANT TO A
TRANSACTION EXPRESSLY PERMITTED BY THE MASTER ISDAS) OTHER THAN, WITH RESPECT TO
INVESTMENT PROPERTY NOT CONSTITUTING PLEDGED EQUITY OR PLEDGED NOTES, ANY SUCH
ACTION WHICH IS NOT PROHIBITED BY THE MASTER ISDAS, (III) CREATE, INCUR OR
PERMIT TO EXIST ANY LIEN OR OPTION IN FAVOR OF, OR ANY CLAIM OF ANY PERSON WITH
RESPECT TO, ANY OF THE INVESTMENT PROPERTY OR PROCEEDS THEREOF, OR ANY INTEREST
THEREIN, EXCEPT FOR PERMITTED LIENS, OR (IV) ENTER INTO ANY AGREEMENT OR
UNDERTAKING RESTRICTING THE RIGHT OR ABILITY OF SUCH GRANTOR OR THE SECURED
PARTY TO SELL, ASSIGN OR TRANSFER ANY OF THE INVESTMENT PROPERTY OR PROCEEDS
THEREOF, EXCEPT, WITH RESPECT TO SUCH INVESTMENT PROPERTY, SHAREHOLDERS'
AGREEMENTS ENTERED INTO BY SUCH GRANTOR WITH RESPECT TO PERSONS IN WHICH SUCH
GRANTOR MAINTAINS AN OWNERSHIP INTEREST OF 50% OR LESS.
(C)
IN THE CASE OF EACH GRANTOR WHICH IS AN
ISSUER, SUCH ISSUER AGREES THAT (I) IT WILL BE BOUND BY THE TERMS OF THIS
AGREEMENT RELATING TO THE INVESTMENT PROPERTY ISSUED BY IT AND WILL COMPLY WITH
SUCH TERMS INSOFAR AS SUCH TERMS ARE APPLICABLE TO IT, (II) IT WILL NOTIFY THE
SECURED PARTY PROMPTLY IN WRITING OF THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN SECTION 5.5(A) WITH RESPECT TO THE INVESTMENT PROPERTY ISSUED BY IT
AND (III) THE TERMS OF SECTIONS 6.3(C) AND 6.7 SHALL APPLY TO SUCH GRANTOR WITH
RESPECT TO ALL ACTIONS THAT MAY BE REQUIRED OF IT PURSUANT TO SECTION 6.3(C) OR
6.7 REGARDING THE INVESTMENT PROPERTY ISSUED BY IT.
5.6
RECEIVABLES.
(A) OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT