Common use of Exercise of Rights in Pledged Securities and other Investment Property Clause in Contracts

Exercise of Rights in Pledged Securities and other Investment Property. To the extent not prohibited by applicable law, each Grantor will permit the Administrative Agent or its nominee at any time following the occurrence and during the continuance of a Payment Event of Default or Acceleration Event, without notice, to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by such Grantor or any part thereof, and to receive all dividends and interest in respect of such Collateral. At any time when no Payment Event of Default or Acceleration Event has occurred and is continuing, each Grantor shall be entitled (a) to exercise or refrain from exercising any and all such voting and other consensual rights inuring to an owner of Equity Interests constituting Collateral, and each Grantor agrees that it shall exercise such rights for purposes not in violation with the terms of this Agreement, the Credit Agreement and the other Loan Documents and (b) to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest principal or other distributions that would constitute Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any such Equity Interests constituting Collateral or received in exchange for Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by a Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and shall be promptly (and in any event within thirty (30) days) delivered to the Administrative Agent and the Secured Parties and shall be promptly (and in any event within thirty (30) days) delivered to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent), and the Administrative Agent shall, promptly upon any request therefor by a Grantor, execute and deliver to such Grantor all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purposes of enabling such Grantor to exercise such voting and consensual rights and to receive such dividends and other earnings.

Exercise of Rights in Pledged Securities and other Investment Property. To Subject to the extent not prohibited by applicable lawapproval of the FGB (if such approval is required), each Grantor will permit the Administrative Agent or its nominee at any time following after the occurrence and during the continuance of a Payment Event of Default or Acceleration EventDefault, without notice, to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral owned by such Grantor or any part thereof, and to receive all dividends and interest in respect of such Pledged Collateral. At any time when no Payment Event of Unless and until a Default or Acceleration Event has shall have occurred and be continuing and subject to the approval of the FGB (if such approval is continuingrequired), (i) each Grantor shall be entitled (a) to exercise or refrain from exercising any and all such voting and other consensual rights inuring pertaining to an owner of Equity Interests constituting Collateral, and each Grantor agrees that it shall exercise such rights the Pledged Collateral for purposes not in violation any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents Documents; provided, however, that no Grantor will be entitled to exercise any such right if the result thereof could materially and adversely affect the rights and remedies of the Administrative Agent or Holders of Obligations under this Agreement or the Credit Agreement or any other Loan Document or the ability to exercise the same, and (bii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on dividends or distributed interest in respect of the such Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions dividends or interest are permitted by, and otherwise paid or distributed in accordance with, not prohibited by the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Lawslaws; provided that other than any noncash dividends, dividends or interest principal or other distributions that would constitute Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any such Equity Interests constituting Collateral or received in exchange for Collateral or any part thereofPledged Collateral, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by a Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and shall be promptly (and in any event within thirty (30) days) delivered to the Administrative Agent and the Secured Parties and shall be promptly (and in any event within thirty (30) days) delivered to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent), and the Administrative Agent shall, promptly upon any request therefor by a Grantor, execute and deliver to such Grantor all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purposes of enabling such Grantor to exercise such voting and consensual rights and to receive such dividends and other earningsassets.