Common use of Distributions; Voting Rights; etc Clause in Contracts

Distributions; Voting Rights; etc. Each Grantor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests: (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such Investment Property and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.5, such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided, that, no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor Pledgor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent and without any upon written request therefor by the Administrative Agent, so long as such Event of Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such GrantorPledgor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests:, (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor Pledgor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such GrantorPledgor) the voting power and all other incidental rights of ownership with respect to such any Investment Property constituting Collateral and such Grantor Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such GrantorPledgor, but which such Grantor Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.54.1.3, such Grantor Pledgor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such GrantorPledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor Pledgor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and; (b) with respect to Collateral consisting of general partner interests or limited liability company member’s interests: (i) , to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (iic) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such any Investment Property constituting Collateral and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; andand EXHIBIT F – CBL 4873-9001-7310\2 (iiid) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such any Grantor, but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless that, until an Event of Default shall have occurred and be continuing and continuing, subject to any requirements of or obligations under the Administrative Agent shall have given the notice referred to in this Section 4.1.5Credit Agreement, such each Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided, that, no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor Pledgor agrees promptly upon receipt of notice of the occurrence of an Event of a Specified Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Specified Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such GrantorPledgor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests:, (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor Pledgor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such GrantorPledgor) the voting power and all other incidental rights of ownership with respect to such any Investment Property constituting Collateral and such Grantor Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such GrantorPledgor, but which such Grantor Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of a Specified Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.54.1.3, such Grantor Pledgor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such GrantorPledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor Pledgor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each (a) The Grantor agrees promptly upon receipt of notice of the occurrence and continuance of an Event of a Specified Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Specified Default shall continue: (a) , to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect Collateral (including Proceeds to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, be distributed to (or payable to) the Grantor) and all Proceeds of the CollateralDistributions, in each case thereafter received by such the Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests: (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such Investment Property and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles such Collateral and Proceeds Distributions that may at any time and from time to time be held by such the Grantor, but which such the Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such the Grantor separate and apart from from, and not commingled with, its other property in trust for the Administrative Agent. The Administrative Agent shall deposit Proceeds of Collateral in a Deposit Account of the Grantor maintained with the Administrative Agent (the "Collateral Account"); provided that the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Obligations which are due and payable. With respect to any Collateral Account, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account. (b) The Administrative Agent agrees that unless an Event of a Specified Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (a) of this Section 4.1.5Section, such the Grantor will have the exclusive voting power with respect to any Investment Property ownership interests constituting Collateral and the Administrative Agent will, upon the written request of such the Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such the Grantor which are necessary to allow such the Grantor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such the Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor agrees promptly that, upon receipt of not less than five (5) Business Days’ prior written notice of the occurrence of an Event of Default from the Administrative Agent and without any Agent, which notice shall contain a request therefor by the Administrative Agent, so long as such Event upon the occurrence and during the continuance of Default shall continuea Specified Default: (a) to such Grantor shall promptly deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is CollateralProperty, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case that is Collateral and thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and; (b) with respect to Collateral consisting of general partner interests or limited liability company interests: (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified given such Grantor not less than five (5) Business Days’ prior written notice of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such any Investment Property constituting Collateral and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstancesonly upon the occurrence and during the continuance of a Specified Default, to vote such Investment Property; and (iiic) to such Grantor shall promptly execute and deliver to the Administrative Agent such additional proxies and other documents instruments as the Administrative Agent may be reasonably necessary request in order to allow permit the Administrative Agent to exercise such the voting powerpower and all other incidental rights of ownership with respect to any Investment Property constituting Collateral that it may be entitled to exercise pursuant to this Security Agreement. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that are Collateral and may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Administrative AgentAgent pursuant to clause (a) above, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property and in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of a Specified Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.5, such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise Collateral; provided that voting power; provided, that, no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair the value of any security interests granted to the Secured Parties hereunder in such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests:; (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such any Investment Property constituting Collateral and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.5, such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests: (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such Investment Property and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.5, such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor (a) The Pledgor agrees promptly upon receipt of notice of the occurrence and continuance of an Event of a Specified Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Specified Default shall continue: (a) , to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect Collateral (including Proceeds to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, be distributed to (or payable to) the Pledgor) and all Proceeds of the CollateralDistributions, in each case thereafter received by such Grantorthe Pledgor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests: (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner or member, as applicable; (ii) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such Investment Property and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles such Collateral and Proceeds Distributions that may at any time and from time to time be held by such Grantorthe Pledgor, but which such Grantor the Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor the Pledgor separate and apart from from, and not commingled with, its other property in trust for the Administrative Agent. The Administrative Agent shall deposit Proceeds of Collateral in a Deposit Account of the Pledgor maintained with the Administrative Agent (the "Collateral Account"); provided that the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Obligations which are due and payable. With respect to any Collateral Account, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account. (b) The Administrative Agent agrees that unless an Event of a Specified Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (a) of this Section 4.1.5Section, such Grantor the Pledgor will have the exclusive voting power with respect to any Investment Property ownership interests constituting Collateral and the Administrative Agent will, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Distributions; Voting Rights; etc. Each Grantor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Default shall continue: (a) to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Pledged Property or other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests: (i) to promptly modify its Organization Documents to admit the Administrative Agent as a general partner , Capital Securities, Pledged Property or memberother Investment Property, as applicable; (ii) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to such any general partner interests or limited liability company interests, Capital Securities, Pledged Property or other Investment Property constituting Collateral AND SUCH GRANTOR HEREBY GRANTS THE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION DATE), EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE SUCH PLEDGED PROPERTY, CAPITAL SECURITIES AND INVESTMENT PROPERTY; and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section 4.1.54.1.4, such Grantor will have the exclusive voting power with respect to any general partner interests or limited liability company interests, Capital Securities, Pledged Property or other Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Transaction Document.

Distributions; Voting Rights; etc. Each Subject to the Subordination Agreement, the Grantor agrees promptly upon receipt of notice of the occurrence of an Event of Default from the Administrative Agent Secured Party and without any request therefor by the Administrative AgentSecured Party, so long as such Event of Default shall continueis continuing: (a) to deliver (properly endorsed where required hereby or requested by the Administrative AgentSecured Party) to the Administrative Agent Secured Party all Distributions with respect to Investment Property that is Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such the Grantor, all of which shall be held by the Administrative Agent Secured Party as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests:; (i) to promptly modify its Organization Documents to admit the Administrative Agent Secured Party as a general partner or member, as applicable; (ii) so long as the Administrative Agent Secured Party has notified such the Grantor of the Administrative Agent’s Secured Party's intention to exercise its voting power under this clause, that the Administrative Agent Secured Party may exercise (to the exclusion of such the Grantor) the voting power and all other incidental rights of ownership with respect to such any Investment Property constituting Collateral and such the Grantor hereby grants the Administrative Agent Secured Party an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Administrative Agent Secured Party such additional proxies and other documents as may be reasonably necessary to allow the Administrative Agent Secured Party to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such the Grantor, but which such the Grantor is then obligated to deliver to the Administrative AgentSecured Party, shall, until delivery to the Administrative AgentSecured Party, be held by such the Grantor separate and apart from its other property in trust for the Administrative AgentSecured Party. The Administrative Agent Secured Party agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent Secured Party shall have given the notice referred to in this Section 4.1.5, such the Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent Secured Party will, upon the written request of such the Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such the Grantor which are necessary to allow such the Grantor to exercise that voting power; provided, that, provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such the Grantor that would impair the value of any such Collateral or be inconsistent with or violate any provision of any Loan Document.