AND ALL DIVIDENDS AND INTEREST PAID IN RESPECT OF
ANY OF SUCH INVESTMENT PROPERTY (UNLESS OTHERWISE REQUIRED, OR PERMITTED TO BE
USED, BY THIS AGREEMENT, INCLUDING USES PERMITTED UNDER SECTION 9.13).
(B)
DURING THE EXISTENCE OF AN EVENT OF DEFAULT,
(I) THE AGENT MAY, UPON WRITTEN NOTICE TO THE RELEVANT OBLIGOR, TRANSFER OR
REGISTER IN THE NAME OF THE AGENT OR ANY OF ITS NOMINEES, FOR THE BENEFIT OF THE
AGENT AND THE LENDERS, ANY OR ALL OF THE COLLATERAL CONSISTING OF INVESTMENT
PROPERTY, THE PROCEEDS THEREOF (IN CASH OR OTHERWISE), AND ALL LIENS, SECURITY,
RIGHTS, REMEDIES, AND CLAIMS OF ANY OBLIGOR WITH RESPECT THERETO (AS USED IN
THIS SECTION 6.12 COLLECTIVELY, THE "PLEDGED COLLATERAL") HELD BY THE AGENT
HEREUNDER, AND THE AGENT OR ITS NOMINEE MAY THEREAFTER, AFTER WRITTEN NOTICE TO
THE APPLICABLE OBLIGOR, EXERCISE ALL VOTING AND CORPORATE RIGHTS AT ANY MEETING
OF ANY CORPORATION, PARTNERSHIP, OR OTHER BUSINESS ENTITY ISSUING ANY OF THE
PLEDGED COLLATERAL AND ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE, SUBSCRIPTION,
OR ANY OTHER RIGHTS, PRIVILEGES, OR OPTIONS PERTAINING TO ANY OF THE PLEDGED
COLLATERAL AS IF IT WERE THE ABSOLUTE OWNER THEREOF, INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF THE PLEDGED
COLLATERAL UPON THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION, OR
OTHER READJUSTMENT OF ANY CORPORATION, PARTNERSHIP, OR OTHER BUSINESS ENTITY
ISSUING ANY OF SUCH PLEDGED COLLATERAL OR UPON THE EXERCISE BY ANY SUCH ISSUER
OR THE AGENT OF ANY RIGHT, PRIVILEGE, OR OPTION PERTAINING TO ANY OF THE PLEDGED
COLLATERAL, AND IN CONNECTION THEREWITH, TO DEPOSIT AND DELIVER ANY AND ALL OF
THE PLEDGED COLLATERAL WITH ANY COMMITTEE, DEPOSITARY, TRANSFER AGENT,
REGISTRAR, OR OTHER DESIGNATED AGENCY UPON SUCH TERMS AND CONDITIONS AS IT MAY
DETERMINE, ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY
RECEIVED BY IT, BUT THE AGENT SHALL HAVE NO DUTY TO EXERCISE ANY OF THE
AFORESAID RIGHTS, PRIVILEGES, OR OPTIONS, AND THE AGENT SHALL NOT BE RESPONSIBLE
FOR ANY FAILURE TO DO SO OR DELAY IN SO DOING, (II) TO THE EXTENT PERMITTED
UNDER LEGAL REQUIREMENTS, AFTER THE AGENT'S GIVING OF THE NOTICE SPECIFIED IN
CLAUSE (I) OF THIS SECTION 6.12(B) ALL RIGHTS OF ANY OBLIGOR TO EXERCISE THE
VOTING AND OTHER CONSENSUAL RIGHTS WHICH IT WOULD OTHERWISE BE ENTITLED TO
EXERCISE PURSUANT TO SECTION 6.12(A)(I) AND TO RECEIVE THE DIVIDENDS, INTEREST,
AND OTHER DISTRIBUTIONS WHICH IT WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND
RETAIN THEREUNDER SHALL BE SUSPENDED UNTIL SUCH EVENT OF DEFAULT SHALL NO LONGER
EXIST, AND ALL SUCH RIGHTS SHALL, UNTIL SUCH EVENT OF DEFAULT SHALL NO LONGER
EXIST, THEREUPON BECOME VESTED IN THE AGENT WHICH SHALL THEREUPON HAVE THE SOLE
RIGHT TO EXERCISE SUCH VOTING AND OTHER CONSENSUAL RIGHTS AND TO RECEIVE AND
HOLD AS PLEDGED COLLATERAL SUCH DIVIDENDS, INTEREST, AND OTHER DISTRIBUTIONS,
(III) ALL DIVIDENDS, INTEREST, AND OTHER DISTRIBUTIONS WHICH ARE RECEIVED BY ANY
OBLIGOR CONTRARY TO THE PROVISIONS OF THIS SECTION 6.12(B) SHALL BE RECEIVED IN
TRUST FOR THE BENEFIT OF THE AGENT, SHALL BE SEGREGATED FROM