REGISTERED IN THE NAME OF THE SECURED PARTY OR ITS NOMINEE, AND THE SECURED
PARTY OR ITS NOMINEE MAY THEREAFTER EXERCISE (X) ALL VOTING AND OTHER RIGHTS
PERTAINING TO SUCH INVESTMENT PROPERTY AT ANY MEETING OF HOLDERS OF THE EQUITY
INTERESTS OF THE RELEVANT ISSUER OR ISSUERS OR OTHERWISE AND (Y) ANY AND ALL
RIGHTS OF CONVERSION, EXCHANGE AND SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES
OR OPTIONS PERTAINING TO SUCH INVESTMENT PROPERTY AS IF IT WERE THE ABSOLUTE
OWNER THEREOF (INCLUDING THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF
THE INVESTMENT PROPERTY 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 SECURED PARTY OF ANY
RIGHT, PRIVILEGE OR OPTION PERTAINING TO SUCH INVESTMENT PROPERTY, AND IN
CONNECTION THEREWITH, THE RIGHT TO DEPOSIT AND DELIVER ANY AND ALL OF THE
INVESTMENT PROPERTY WITH ANY COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR
OTHER DESIGNATED AGENCY UPON SUCH TERMS AND CONDITIONS AS THE SECURED PARTY MAY
DETERMINE), ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY
RECEIVED BY IT, BUT THE SECURED PARTY 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 INVESTMENT PROPERTY PLEDGED BY SUCH GRANTOR
HEREUNDER OVER WHICH IT HAS CONTROL OR THE ABILITY TO INFLUENCE TO (I) COMPLY
WITH ANY INSTRUCTION RECEIVED BY IT FROM THE SECURED PARTY IN WRITING THAT
(X) STATES THAT A DEFAULT OR POTENTIAL TERMINATION EVENT 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 DIVIDENDS, DISTRIBUTIONS OR OTHER
PAYMENTS WITH RESPECT TO THE INVESTMENT PROPERTY DIRECTLY TO THE SECURED PARTY.
6.4
PROCEEDS TO BE TURNED OVER TO THE SECURED
PARTY.
IN ADDITION TO THE RIGHTS OF THE SECURED PARTY SPECIFIED IN SECTION 6.1
WITH RESPECT TO PAYMENTS OF RECEIVABLES, IF A DEFAULT OR
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POTENTIAL TERMINATION EVENT SHALL OCCUR AND BE CONTINUING, 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 SECURED PARTY, SEGREGATED FROM OTHER
FUNDS OF SUCH GRANTOR, AND SHALL, FORTHWITH UPON RECEIPT BY SUCH GRANTOR, BE
TURNED OVER TO THE SECURED PARTY IN THE EXACT FORM RECEIVED BY SUCH GRANTOR
(DULY ENDORSED BY SUCH GRANTOR TO THE SECURED PARTY, IF REQUIRED). ALL PROCEEDS
RECEIVED BY THE SECURED PARTY HEREUNDER SHALL BE HELD BY THE SECURED PARTY IN A
COLLATERAL ACCOUNT MAINTAINED UNDER ITS SOLE DOMINION AND CONTROL. ALL PROCEEDS,
WHILE HELD BY THE SECURED PARTY IN ANY COLLATERAL ACCOUNT (OR BY SUCH GRANTOR IN
TRUST FOR THE SECURED PARTY) ESTABLISHED