OBLIGATIONS IN
SUCH ORDER AS THE ADMINISTRATIVE AGENT MAY DETERMINE, AND (II) ANY OR ALL OF THE
PLEDGED NOTES SHALL BE REGISTERED IN THE NAME OF THE ADMINISTRATIVE AGENT OR ITS
NOMINEE,
6
AND THE ADMINISTRATIVE AGENT OR ITS NOMINEE MAY THEREAFTER EXERCISE ANY AND ALL
RIGHTS OF CONVERSION, EXCHANGE AND SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES
OR OPTIONS PERTAINING TO SUCH PLEDGED NOTES AS IF IT WERE THE ABSOLUTE OWNER
THEREOF (INCLUDING THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF THE
PLEDGED NOTES UPON THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION
OR OTHER FUNDAMENTAL CHANGE IN THE CORPORATE OR OTHER STRUCTURE OF ANY ISSUER,
OR UPON THE EXERCISE BY ANY GRANTOR OR THE ADMINISTRATIVE AGENT OF ANY RIGHT,
PRIVILEGE OR OPTION PERTAINING TO SUCH PLEDGED NOTES, AND IN CONNECTION
THEREWITH, THE RIGHT TO DEPOSIT AND DELIVER ANY AND ALL OF THE PLEDGED NOTES
WITH ANY COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED
AGENCY UPON SUCH TERMS AND CONDITIONS AS THE ADMINISTRATIVE AGENT MAY
DETERMINE), ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY
RECEIVED BY IT, BUT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO ANY GRANTOR
TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR OPTION AND SHALL NOT BE RESPONSIBLE FOR
ANY FAILURE TO DO SO OR DELAY IN SO DOING.
(C)
EACH GRANTOR HEREBY AUTHORIZES AND INSTRUCTS EACH ISSUER OF ANY
PLEDGED NOTE PLEDGED BY SUCH GRANTOR HEREUNDER TO (I) COMPLY WITH ANY
INSTRUCTION RECEIVED BY IT FROM THE ADMINISTRATIVE AGENT IN WRITING THAT (X)
STATES THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (Y) IS
OTHERWISE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT ANY OTHER OR
FURTHER INSTRUCTIONS FROM SUCH GRANTOR, AND EACH GRANTOR AGREES THAT EACH ISSUER
SHALL BE FULLY PROTECTED IN SO COMPLYING AND (II) UNLESS OTHERWISE EXPRESSLY
PERMITTED HEREBY, PAY ANY DISTRIBUTIONS OR OTHER PAYMENTS WITH RESPECT TO THE
PLEDGED NOTES DIRECTLY TO THE ADMINISTRATIVE AGENT.
6.2
PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT.
IF AN EVENT
OF DEFAULT SHALL OCCUR AND BE CONTINUING AND THE ADMINISTRATIVE AGENT SHALL GIVE
NOTICE OF ITS INTENT TO EXERCISE SUCH RIGHTS TO THE RELEVANT GRANTOR OR
GRANTORS, ALL PROCEEDS RECEIVED BY ANY GRANTOR CONSISTING OF CASH, CHECKS AND
OTHER CASH EQUIVALENT ITEMS SHALL BE HELD BY SUCH GRANTOR IN TRUST FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS, SEGREGATED FROM OTHER FUNDS OF SUCH
GRANTOR, AND SHALL, FORTHWITH UPON RECEIPT BY SUCH GRANTOR, BE TURNED OVER TO
THE ADMINISTRATIVE AGENT IN THE EXACT FORM RECEIVED BY SUCH GRANTOR (DULY
INDORSED BY SUCH GRANTOR TO THE ADMINISTRATIVE AGENT, IF REQUIRED).
ALL
PROCEEDS RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER SHALL BE HELD BY THE
ADMINISTRATIVE AGENT IN A COLLATERAL ACCOUNT MAINTAINED UNDER ITS SOLE DOMINION
AND CONTROL.
ALL PROCEEDS, WHILE HELD BY THE ADMINISTRATIVE AGENT IN ANY
COLLATERAL ACCOUNT (OR BY SUCH GRANTOR IN TRUST FOR THE ADMINISTRATIVE AGENT AND
THE LENDERS) ESTABLISHED PURSUANT HERETO, SHALL CONTINUE TO BE HELD AS
COLLATERAL SECURITY FOR THE SECURED OBLIGATIONS AND SHALL NOT CONSTITUTE