Common use of Grantor’s Powers Clause in Contracts

Grantor’s Powers. (a) So long as an “Event of Default” (as hereinafter defined) shall not then exist, Grantor shall be the sole party entitled (1) to exercise for any purpose any and all voting rights and powers, and (2) to receive any and all distributions, in each case arising from or relating to the Pledged Collateral; provided, however, that Grantor shall not exercise such rights or powers, or consent to any action of Issuer that would be in contravention of the provisions of, or constitute an Event of Default under, this Agreement or any of the other Loan Documents. (b) Upon the occurrence and during the continuance of an Event of Default, unless Lender designates in writing to Grantor to the contrary, all rights of Grantor provided in Section 5(a) hereof shall cease, and all voting rights and powers and rights to distributions included in the Pledged Collateral or otherwise described in such Section 5(a) shall thereupon become vested in Lender, and Lender shall thereafter have the sole and exclusive right and authority to exercise such voting rights and powers. Grantor shall execute such documents and instruments, including but not limited to, statements that Grantor no longer has the right to act as a member or owner or otherwise relating to such change as Lender may request. Grantor agrees that Issuer may rely conclusively upon any notice from Lender that Lender has the right and authority to exercise any rights and powers of Grantor as a member or owner of Issuer. Grantor irrevocably waives any claim or cause of action against Issuer who deals directly with Lender following receipt of such notice from Lender.

Grantor’s Powers. (a) So long as an “Event of Default” (as hereinafter defined) shall not then exist, Grantor shall be the sole party entitled (1) to exercise for any purpose any and all (i) voting rights and (ii) powers, and (2) to receive any and all distributions, in each case arising from or relating to the Pledged Collateral; provided, however, that Grantor shall not exercise such rights or powers, or consent to any action of either Issuer that would be in contravention of the provisions of, or constitute an Event of Default under, this Agreement Assignment or any of the other Loan Documents. (b) Upon the occurrence and during the continuance of an Event of Default, unless Lender designates in writing to Grantor to the contrary, all rights of Grantor provided in Section 5(a) hereof shall cease, and all voting rights and powers and rights to distributions included in the Pledged Collateral or otherwise described in such Section 5(a) shall thereupon become vested in Lender, and Lender shall thereafter have the sole and exclusive right and authority to exercise such voting rights and powers. Grantor shall execute such documents and instruments, including but not limited to, statements that Grantor no longer has the right to act as a member or owner or otherwise relating to such change as Lender may request. Grantor agrees that Issuer may rely conclusively upon any notice from Lender that Lender has the right and authority to exercise any all rights and powers of Grantor as a member or owner of Issuerunder the Operating Agreement. Grantor irrevocably waives any claim or cause of action against Issuer who deals directly with Lender following receipt of such notice from Lender.

Grantor’s Powers. (a) So long as an “Event of Default” (as hereinafter defined) shall not then exist, Grantor shall be the sole party entitled (1) to exercise for any purpose any and all (i) voting rights and (ii) powers, and (2) to receive any and all distributions, in each case arising from or relating to the Pledged Collateral; provided, however, that Grantor shall not exercise such rights or powers, or consent to any action of either Issuer that would be in contravention of the provisions of, or constitute an Event of Default under, this Agreement Assignment or any of the other Loan Documents. (b) Upon the occurrence and during the continuance of an Event of Default, unless Lender designates in writing to Grantor to the contrary, all rights of Grantor provided in Section 5(a) hereof shall cease, and subject to the terms of the LLC Agreement, all voting rights and powers and rights to distributions included in the Pledged Collateral or otherwise described in such Section 5(a) shall thereupon become vested in Lender, and Lender shall thereafter have the sole and exclusive right and authority to exercise such voting rights and powers. Grantor shall execute such documents and instruments, including but not limited to, statements that Grantor no longer has the right to act as a member or owner or otherwise relating to such change as Lender may request. Grantor agrees that Issuer may rely conclusively upon any notice from Lender that Lender has the right and authority to exercise any all rights and powers of Grantor as a member or owner of Issuerunder the LLC Agreement. Grantor irrevocably waives any claim or cause of action against Issuer who deals directly with Lender following receipt of such notice from Lender.

Grantor’s Powers. (a) So long as an “Event of Default” (as hereinafter defined) shall not then exist, Grantor Grantors shall be the sole party entitled (1) to exercise for any purpose any and all (i) voting rights and (ii) powers, and (2) to receive any and all distributions, in each case arising from or relating to the Pledged Collateral; provided, however, that Grantor Grantors shall not exercise such rights or powers, or consent to any action of any Issuer that would be in contravention of the provisions of, or constitute an Event of Default under, this Agreement or any of the other Loan Documents. (b) Upon the occurrence and during the continuance of an Event of Default, unless Lender ▇▇▇▇▇▇ designates in writing to Grantor Grantors to the contrary, all rights of Grantor Grantors provided in Section 5(a) hereof shall cease, and all voting rights and powers and rights to distributions included in the Pledged Collateral or otherwise described in such Section 5(a) shall thereupon become vested in Lender, and Lender shall thereafter have the sole and exclusive right and authority to exercise such voting rights and powers. Grantor Grantors shall execute such documents and instruments, including but not limited to, statements that Grantor Grantors no longer has have the right to act as a member or owner or otherwise relating to such change as Lender may request. Grantor agrees Grantors agree that Issuer Issuers may rely conclusively upon any notice from Lender that Lender ▇▇▇▇▇▇ has the right and authority to exercise any all rights and powers of Grantor Grantors as a member or owner of Issuerunder the applicable Governing Agreements. Grantor Grantors irrevocably waives waive any claim or cause of action against any Issuer who deals directly with Lender ▇▇▇▇▇▇ following receipt of such notice from Lender.

Grantor’s Powers. (a) So long as an “Event of Default” (as hereinafter defined) shall Default does not then exist, Grantor shall be the sole party entitled (1i) to exercise for any purpose any and all (A) voting rights and (B) powers, and (2ii) to receive any and all distributions, in each case arising from or relating to the Pledged Collateral; provided, however, that Grantor shall not exercise such rights or powers, or consent to any action of Issuer the Corporate Subsidiaries that would be in contravention of the provisions of, or constitute an Event of Default under, this Agreement Pledge or any of the other Loan Documents. (b) Upon the occurrence and during the continuance of an Event of Default, unless Lender designates in writing to Grantor to the contrary, all rights of Grantor provided in Section 5(a) hereof shall cease, and all voting rights and powers and rights to distributions included in the Pledged Collateral or otherwise described in such Section 5(a) shall thereupon become vested in Lender, and Lender shall thereafter have the sole and exclusive right and authority to exercise such voting rights and powers. Grantor shall execute such documents and instruments, including but not limited to, statements that Grantor no longer has the right to act as a member or owner shareholder of the Corporate Subsidiaries or otherwise relating to such change as Lender may request. Grantor hereby grants to Lender or its nominee an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, which proxy shall be effective, at the discretion of Lender, upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Lender, Grantor agrees to deliver to Lender such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Lender may request. Grantor agrees that Issuer the Corporate Subsidiaries may rely conclusively upon any notice from Lender that Lender has the right and authority to exercise any all rights and powers of Grantor as a member or owner of Issuerunder the Formation Agreement. Grantor irrevocably waives any claim or cause of action against Issuer who deals directly with Lender the Corporate Subsidiaries following receipt of such notice from Lender.