Common use of Adverse Determination Clause in Contracts

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, Trustee as securities intermediary and Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control over, and pledges all right title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form (for purposes of this Section 4.11, the “Collateral”): 4.11.1 The Trust account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributions, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of form; 4.11.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributions, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of Beneficiaries’ Representative, Trustee shall execute such other documents and instruments as Beneficiaries’ Representative may reasonably require from time to time to perfect and protect its first priority security interest in the Collateral. In the event of an Adverse Determination, Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) or otherwise available to it, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 of the UCC and that five Business Days is reasonable notice if notice of a disposition is required under Section 9-611. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. Beneficiaries’ Representative shall provide Trustee with an Adverse Determination Notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunder, except that Beneficiary shall not take any action with respect to Trustee as securities intermediary until such notice is provided. Except for the amounts due to Trustee pursuant to Section 7.3, Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct Trustee, and Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective as a trust by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, the Trustee as securities intermediary and the Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right rights, title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.11, the “Collateral”): 4.11.1 The Trust Trust(s) account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of the Beneficiaries’ Representative, the Trustee shall execute such other documents and instruments as the Beneficiaries’ Representative may reasonably require from time to time to perfect and protect its the first priority security interest of the Beneficiaries’ Representative on behalf of the Beneficiaries in the Collateral. In the event of an Adverse Determination, the Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it the Beneficiaries’ Representative under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Washington or otherwise available to itthe Beneficiaries’ Representative, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 of the UCC and that five (5) Business Days is reasonable notice if notice of a disposition is required under Section 9-611611 of the UCC. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. The Beneficiaries’ Representative shall provide the Trustee with an Adverse Determination Notice notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunder, except that a Beneficiary shall not take any action with respect to the Trustee as securities intermediary until such notice is provided. Except for the amounts due to the Trustee pursuant to Section 7.3, the Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct the Trustee, and the Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, Trustee as securities intermediary and Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.114.12, the “Collateral”): 4.11.1 4.12.1 The Trust account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 4.12.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 4.12.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of Beneficiaries’ Representative, Trustee shall execute such other documents and instruments as Beneficiaries’ Representative may reasonably require from time to time to perfect and protect its first priority security interest in the Collateral. In the event of an Adverse Determination, Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Washington or otherwise available to it, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 of the UCC and that five Business Days is reasonable notice if notice of a disposition is required under Section 9-611. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. Beneficiaries’ Representative shall provide Trustee with an Adverse Determination Notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunder, except that Beneficiary shall not take any action with respect to Trustee as securities intermediary until such notice is provided. Except for the amounts due to Trustee pursuant to Section 7.3, Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct Trustee, and Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective as a trust by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, the Trustee as securities intermediary and the Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right rights, title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.114.12, the “Collateral”): 4.11.1 4.12.1 The Trust account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 4.12.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 4.12.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of the Beneficiaries’ Representative, the Trustee shall execute such other documents and instruments as the Beneficiaries’ Representative reasonably may reasonably require from time to time to perfect and protect its the first priority security interest of the Beneficiaries’ Representative on behalf of the Beneficiaries in the Collateral. In the event of an Adverse Determination, the Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it the Beneficiaries’ Representative under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Washington or otherwise available to itthe Beneficiaries’ Representative, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 of the UCC and that five (5) Business Days is reasonable notice if notice of a disposition is required under Section 9-611611 of the UCC. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. The Beneficiaries’ Representative shall provide the Trustee with an Adverse Determination Notice notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunderto this Trust, except that a Beneficiary shall not take any action with respect to the Trustee as securities intermediary until such notice is provided. Except for the amounts due to the Trustee pursuant to Section 7.3, the Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct the Trustee, and the Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event If the trust arrangement created hereby is deemed (i) held to be invalid or ineffective by a court of competent jurisdictionjurisdiction or (ii) if for any reason the trust arrangement created hereby is held or deemed to create a security interest in an asset in the Trust, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “"Adverse Determination”"), then under such circumstances it is intended that the relationship of the parties agree that the nature of their relationship shall be Grantor as debtor, the Trustee as securities intermediary and the Beneficiaries’ ' Representative as secured party for the benefit of the Beneficiaries. To that end, this Agreement shall be a security agreement and a control agreement within the meaning of Article 9 of Uniform Commercial Code as in effect from time to time in the State of Minnesota ("UCC"), and pursuant hereto, to secure the obligation of Grantor to indemnify the Beneficiaries, Grantor hereby grants the Beneficiaries’ ' Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.114.13, the “"Collateral”"): 4.11.1 The (a) the Trust account with the Trustee and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, general intangibles, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 All (b) all other investment property property, general intangibles, and other property hereafter issued, delivered or deliverable to the Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, general intangibles, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 All (c) all proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating If the Trust is deemed to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the create a security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateralinterest, Grantor and, at the direction of the Beneficiaries’ ' Representative, the Trustee shall execute such other documents and instruments as the Beneficiaries’ ' Representative may reasonably require from time to time to perfect and protect its his or her first priority security interest in the CollateralCollateral under applicable law, including filing by Grantor of any continuation statements evidencing such security interest and all other financing statements reasonably requested to be filed by the Beneficiaries' Representative. In the event of an Adverse Determination, the Beneficiaries’ ' Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) UCC and may exercise any of the rights and remedies available to it him or her under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Minnesota or otherwise available to ithim or her, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand demand for Expense Advances or indemnification for Losses is also a notice of disposition under Section 9-611 of the UCC and that five (5) Business Days is reasonable notice if notice of a disposition is required under Section 9-611611 of the UCC. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. The Beneficiaries’ ' Representative shall provide the Trustee with notice of an Adverse Determination Notice as soon as practicablepracticable after the occurrence of such Adverse Determination, although failure to provide such notice shall not affect the rights or obligations of the parties hereunder, except that Beneficiary the Beneficiaries' Representative shall not take any action with respect to the Trustee as securities intermediary until such notice is provided. Except for the amounts due to the Trustee pursuant to Section 7.3, the Trustee waives any right of set-off, banker’s 's lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct the Trustee, and the Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective as a trust by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, the Trustee as securities intermediary and the Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right rights, title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.114.12, the “Collateral”): 4.11.1 4.12.1 The Trust account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 4.12.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 4.12.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of the Beneficiaries’ Representative, the Trustee shall execute such other documents and instruments as the Beneficiaries’ Representative reasonably may reasonably require from time to time to perfect and protect its the first priority security interest of the Beneficiaries’ Representative on behalf of the Beneficiaries in the Collateral. In the event of an Adverse Determination, the Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it the Beneficiaries’ Representative under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Washington or otherwise available to itthe Beneficiaries’ Representative, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 9‑611 of the UCC and that five (5) Business Days is reasonable notice if notice of a disposition is required under Section 9-6119‑611 of the UCC. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. The Beneficiaries’ Representative shall provide the Trustee with an Adverse Determination Notice notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunderto this Trust, except that a Beneficiary shall not take any action with respect to the Trustee as securities intermediary until such notice is provided. Except for the amounts due to the Trustee pursuant to Section 7.3, the Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct the Trustee, and the Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective as a trust by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, Trustee as securities intermediary and Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.114.12, the “Collateral”): 4.11.1 The Trust Trust(s) account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of Beneficiaries’ Representative, Trustee shall execute such other documents and instruments as Beneficiaries’ Representative may reasonably require from time to time to perfect and protect its the first priority security interest of the Beneficiaries’ Representative on behalf of the Beneficiaries in the Collateral. In the event of an Adverse Determination, Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it the Beneficiaries’ Representative under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Washington or otherwise available to itthe Beneficiaries’ Representative, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 of the UCC and that five Business Days is reasonable notice if notice of a disposition is required under Section 9-611. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. Beneficiaries’ Representative shall provide Trustee with an Adverse Determination Notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunder, except that a Beneficiary shall not take any action with respect to Trustee as securities intermediary until such notice is provided. Except for the amounts due to Trustee pursuant to Section 7.3, Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct Trustee, and Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.

Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective as a trust by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, Trustee as securities intermediary and Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in and control overin, and pledges all right title and interest in and to, the following, whether now existing or hereafter acquired or arising, in any form following (for purposes of this Section 4.114.12, the “Collateral”): 4.11.1 4.12.1 The Trust account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, deposit accounts, financial assets, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund and all Insurance in effect at any time during the Term of the Trust, and all proceeds and profits of the foregoing, regardless of formFund; 4.11.2 4.12.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, deposit accounts, investment property, interest, dividends and other distributionsdividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof, and all proceeds and profits of the foregoing, regardless of form; and 4.11.3 4.12.3 All proceeds of all of the foregoing. Trustee, Beneficiaries’ Representative and Grantor hereby each acknowledge and agree that Trustee shall comply with entitlement orders originated by Beneficiaries’ Representative relating to the Collateral without any further consent from Grantor. In addition, to the extent deemed necessary or appropriate to perfect the security interest of the Beneficiaries and the Beneficiaries’ Representative with respect to the Collateral, Grantor and, at the direction of Beneficiaries’ Representative, Trustee shall execute such other documents and instruments as Beneficiaries’ Representative reasonably may reasonably require from time to time to perfect and protect its the first priority security interest of the Beneficiaries’ Representative on behalf of the Beneficiaries in the Collateral. In the event of an Adverse Determination, Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a protected purchaser under Article 8, and of a secured party under Article 9, 9 of the Uniform Commercial Code (“UCC”) and may exercise any of the rights and remedies available to it the Beneficiaries’ Representative under the UCC as in effect from time to time in the State of Delaware (or any other applicable jurisdiction) Washington or otherwise available to itthe Beneficiaries’ Representative, including, without limitation, sale, assignment or other disposal of the Collateral in exchange for cash or credit. Grantor agrees that a Demand is also a notice of disposition under Section 9-611 of the UCC and that five Business Days is reasonable notice if notice of a disposition is required under Section 9-611. Furthermore, Grantor agrees that any Beneficiary may be the purchaser of the Collateral consisting of marketable securities Cash, Corporate Securities, Government Securities or Municipal Securities at a private sale without notice because the Collateral is of a type sold on a recognized market or the subject of widely distributed standard price quotations. Beneficiaries’ Representative shall provide Trustee with an Adverse Determination Notice as soon as practicable, although failure to provide such notice shall not affect the rights or obligations of the parties hereunderto this Trust, except that Beneficiary shall not take any action with respect to Trustee as securities intermediary until such notice is provided. Except for the amounts due to Trustee pursuant to Section 7.3, Trustee waives any right of set-off, banker’s lien or other lien or claim it may have to the Collateral. Grantor covenants and agrees that it shall not pledge, assign, hypothecate or transfer its interest in the Trust account or the Trust Fund. Grantor further covenants and agrees that it shall not so direct Trustee, and Trustee agrees that it will not acknowledge or agree to any such pledge, assignment, hypothecation or transfer. Trustee covenants and agrees that it will not agree to comply with entitlement orders originated by, grant control over the Collateral to, or acknowledge that it is holding any part of the Collateral for the benefit of, any person other than Beneficiaries’ Representative.