EACH U.S. GRANTOR
HEREBY AGREES THAT (I) WITHOUT LIMITING ARTICLE 5, THE COLLATERAL AGENT, ON
BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS SOLE AND ABSOLUTE
DISCRETION) TO HOLD ANY INVESTMENT PROPERTY IN ITS OWN NAME AS PLEDGEE, THE NAME
OF ITS NOMINEE (AS PLEDGEE OR AS SUB AGENT) OR THE NAME OF THE APPLICABLE U.S.
GRANTOR, ENDORSED OR ASSIGNED, WHERE APPLICABLE, IN BLANK OR IN FAVOR OF THE
COLLATERAL AGENT, (II) AT THE COLLATERAL AGENT'S REQUEST, SUCH U.S. GRANTOR WILL
PROMPTLY GIVE TO THE COLLATERAL AGENT COPIES OF ANY MATERIAL NOTICES OR OTHER
COMMUNICATIONS RECEIVED BY IT WITH RESPECT TO ANY INVESTMENT PROPERTY REGISTERED
IN ITS NAME, AND (III) THE COLLATERAL AGENT SHALL AT ALL TIMES HAVE THE RIGHT TO
EXCHANGE ANY CERTIFICATES, INSTRUMENTS OR OTHER DOCUMENTS REPRESENTING OR
EVIDENCING ANY INVESTMENT PROPERTY OWNED OR HELD BY OR ON BEHALF OF SUCH U.S.
GRANTOR FOR CERTIFICATES, INSTRUMENTS OR OTHER DOCUMENTS OF SMALLER OR LARGER
DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH THIS GUARANTY AND SECURITY
AGREEMENT.
(C)
VOTING AND DISTRIBUTIONS.
(I)
UNLESS AND UNTIL AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING:
(A)
EACH U.S. GRANTOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING
AND/OR OTHER CONSENSUAL RIGHTS AND POWERS INURING TO AN OWNER OF THE INVESTMENT
PROPERTY, OR ANY PART THEREOF, FOR ANY PURPOSE CONSISTENT WITH THE TERMS OF THIS
GUARANTY AND SECURITY AGREEMENT AND THE OTHER SECURED TRANSACTION DOCUMENTS;
PROVIDED, HOWEVER, THAT SUCH U.S. GRANTOR WILL NOT BE ENTITLED TO EXERCISE ANY
SUCH RIGHT IF THE RESULT THEREOF COULD MATERIALLY AND ADVERSELY AFFECT THE
RIGHTS INURING TO A HOLDER OF THE INVESTMENT PROPERTY OR THE RIGHTS AND REMEDIES
OF THE COLLATERAL AGENT UNDER THIS GUARANTY AND SECURITY AGREEMENT OR ANY OTHER
SECURED TRANSACTION DOCUMENT OR THE ABILITY OF THE COLLATERAL AGENT TO EXERCISE
THE SAME.
(B)
THE COLLATERAL
AGENT SHALL EXECUTE AND DELIVER TO EACH U.S.
GRANTOR, OR CAUSE TO BE EXECUTED AND DELIVERED TO EACH U.S. GRANTOR, ALL SUCH
PROXIES, POWERS OF ATTORNEY AND OTHER INSTRUMENTS AS SUCH U.S. GRANTOR MAY
REASONABLY REQUEST FOR THE PURPOSE OF ENABLING IT TO EXERCISE THE VOTING AND/OR
CONSENSUAL RIGHTS AND POWERS IT IS ENTITLED TO EXERCISE PURSUANT TO SUBSECTION
(C)(I)(A) AND TO RECEIVE THE CASH PAYMENTS IT IS ENTITLED TO RECEIVE PURSUANT TO
SUBSECTION (C)(I)(C).
(C)
EACH U.S. GRANTOR SHALL BE ENTITLED TO RECEIVE, RETAIN AND USE ANY
AND ALL CASH DIVIDENDS, INTEREST AND PRINCIPAL PAID ON THE INVESTMENT PROPERTY
OWNED OR HELD BY IT OR ON ITS BEHALF TO THE EXTENT AND ONLY TO THE EXTENT THAT
SUCH CASH DIVIDENDS, INTEREST AND PRINCIPAL ARE NOT PROHIBITED BY, AND OTHERWISE
PAID IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF THE SECURITIES PURCHASE
AGREEMENT, THE OTHER SECURED TRANSACTION DOCUMENTS AND APPLICABLE LAWS.
ALL
NON-CASH DIVIDENDS, INTEREST AND PRINCIPAL, AND ALL DIVIDENDS, INTEREST AND
PRINCIPAL PAID OR PAYABLE IN CASH OR OTHERWISE IN CONNECTION WITH A PARTIAL OR
TOTAL LIQUIDATION OR DISSOLUTION, RETURN OF CAPITAL, CAPITAL SURPLUS OR PAID IN
SURPLUS, AND ALL OTHER DISTRIBUTIONS (OTHER