PROCEEDS,
PAYMENTS, INCOME AND PROFITS OF, AND RECORDS (BUT EXCLUDING ANY FINANCIAL MODELS
OR OTHER PROPRIETARY INFORMATION) AND FILES RELATING TO ANY AND ALL OF ANY OF
THE FOREGOING.
The Buyer's security interest in the Collateral shall terminate only upon
termination of the Seller's obligations under this Agreement and the documents
delivered in connection herewith and therewith.
Upon such termination, Buyer
shall prepare and file in the appropriate jurisdictions such UCC termination
statements and other release documents as may be commercially reasonable and to
return the Purchased Securities to Seller.
For purposes of the grant of the
security interest pursuant to Paragraph 6 of this Agreement, this Agreement
shall be deemed to constitute a security agreement under the New York Uniform
Commercial Code (the "UCC").
Buyer shall have all of the right and, upon the
occurrence and during the continuance of an Event of Default, may exercise all
of the remedies of a secured creditor under the UCC and the other laws of the
State of New York.
In furtherance of the foregoing, (a) Buyer may cause to be
filed in such locations as may be necessary to perfect and maintain perfection
and priority of the security interest granted hereby, UCC financing statements
and continuation statements (collectively, the "Filings"), and shall forward
copies of such Filings to Seller upon completion thereof, and (b) Seller shall
from time to time take such further actions as may be reasonably requested by
Buyer to maintain and continue the perfection and priority of the security
interest granted hereby (including marking its records and files to evidence the
interests granted to Buyer hereunder).
7.
PAYMENT, TRANSFER AND CUSTODY
(A)
ON THE PURCHASE DATE FOR EACH TRANSACTION, OWNERSHIP OF THE
PURCHASED SECURITIES SHALL BE TRANSFERRED TO BUYER OR ITS DESIGNEE (INCLUDING
THE CUSTODIAN), WITHOUT RECOURSE BUT SUBJECT TO THE TERMS OF THIS AGREEMENT,
AGAINST THE SIMULTANEOUS TRANSFER OF THE PURCHASE PRICE TO AN ACCOUNT OF SELLER
SPECIFIED IN THE CONFIRMATION RELATING TO SUCH TRANSACTION.
(B)
ON OR PRIOR TO THE APPLICABLE PURCHASE DATE, THE SELLER SHALL
DELIVER THE RELATED PURCHASED SECURITIES, TOGETHER WITH APPROPRIATE ASSIGNMENT
FORMS NECESSARY TO RE-REGISTER SUCH PURCHASED SECURITIES IN THE NAME OF THE
BUYER OR OTHER DESIGNEE OF THE BUYER IN ACCORDANCE WITH THE CUSTODIAL AGREEMENT
AND THE BUYER OR ITS OTHER DESIGNEE SHALL HAVE ALL RIGHTS OF CONVERSIONS,
EXCHANGE, SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES AND OPTIONS PERTAINING
TO SUCH PURCHASED SECURITIES AS THE OWNER THEREOF, AND IN CONNECTION THEREWITH,
THE RIGHT TO DEPOSIT AND DELIVER ANY AND ALL OF THE PURCHASED SECURITIES WITH
ANY COMMITTEE, DEPOSITARY TRANSFER, AGENT, REGISTER OR OTHER DESIGNATED AGENCY
UPON SUCH TERMS AND CONDITIONS AS THE BUYER MAY DETERMINE.
THE PURCHASED
SECURITIES SHALL BE HELD BY THE BUYER OR ITS DESIGNEE, AS EXCLUSIVE BAILEE AND
AGENT FOR THE BUYER, EITHER DIRECTLY OR THROUGH THE FACILITIES OF A RELEVANT
SYSTEM, AS "SECURITIES INTERMEDIARY" (AS DEFINED IN SECTION 8-102(A)(14) OF THE
UCC AND 31 C.F.R. SECTION 357.2) AND CREDITED TO THE "SECURITIES ACCOUNT" (AS
DEFINED IN SECTION 8-501(A)