Common use of Existing Voting Rights and Distributions Clause in Contracts

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c): (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all (A) non-cash Distributions paid, received or otherwise distributed in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, shall be immediately delivered to the Lender to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of such Grantor and be delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the Lender, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender appropriate instruments as the Lender may request in order to permit the Lender to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of such Grantor and shall be paid over to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long Until such time as no Event of Default Grantor shall have occurred and be continuing and the Borrower has not received a written notice from the Lender stating its intention to exercise its rights Collateral Trustee after the occurrence and remedies under Section 5.01(c):during the continuance of an Event of Default: (i) Each The Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement Bond Agreements or any other Loan Finance Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each The Grantor shall be entitled to receive and retain, free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan AgreementFinance Documents; provided, however, that any and all (A) non-cash Distributions paid, received or otherwise distributed in respect of, or in exchange for, any Secured Securities Collateral, (B) cash Distributions paid in respect of any Secured Securities Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Securities Collateral, shall be immediately promptly delivered to the Lender Collateral Trustee to hold as Pledged Collateral and shall, if received by any the Grantor, be received in trust for the benefit of the LenderCollateral Trustee, be segregated from the other property or funds of such the Grantor and and, if in certificated form, be promptly (but in any event within five Business Days after receipt thereof) delivered to the Lender Collateral Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Collateral Trustee shall be deemed without further action to have granted to each the Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any the Grantor and at the sole cost and expense of such the Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such the Grantor all such instruments as such the Grantor may reasonably request in order to permit such the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the Collateral Trustee’s delivery of written notice to the Grantor after the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Default: (i) All rights of each the Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Trustee, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each the Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Trustee, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each The Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Trustee appropriate instruments as the Lender Collateral Trustee may reasonably request in order to permit the Lender Collateral Trustee to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any the Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the LenderCollateral Trustee, shall be segregated from other funds of such the Grantor and shall promptly (but in any event within five Business Days after receipt thereof by the Grantor) be paid over to the Lender Collateral Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would could reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that that, subject to the Intercreditor Agreement, any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately promptly delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within five (5) Business Days after receipt thereof) delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (b) The Lender Collateral Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii)) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by subject to the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Intercreditor Agreement: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged CollateralCollateral in accordance with this Agreement and the Intercreditor Agreement. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Agent appropriate instruments as the Lender Collateral Agent may request in order to permit the Lender Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii)5.01(c)(ii) hereof. (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) hereof shall be received in trust for the benefit of the LenderCollateral Agent, shall be segregated from other funds of such Grantor and shall promptly (but in any event within five (5) Business Days after receipt thereof by such Grantor) be paid over to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with prohibited by the terms or purposes hereof, the Loan Credit Agreement or any other Loan Credit Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Credit Agreement; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, shall be immediately delivered to the Lender to hold as Pledged Collateral and Equity Interests shall, if received by any Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of such Grantor and be promptly (but in any event within ten (10) days after receipt thereof) delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Default: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the Lender, which shall thereupon have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender appropriate instruments as the Lender may request in order to permit the Lender to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c5.01(c)(ii) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of such Grantor and shall promptly (but in any event within ten (10) days after receipt thereof by such Grantor) be paid over to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within ten Business Days after receipt thereof) delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Collateral Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Default: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Agent appropriate instruments as the Lender Collateral Agent may request in order to permit the Lender Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the LenderCollateral Agent, shall be segregated from other funds of such Grantor and shall promptly (but in any event within ten Business Days after receipt thereof by such Grantor) be paid over to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing beyond any applicable grace or cure periods, and the Borrower has not received until Lender shall have given written notice from to the Lender stating its intention relevant Grantor of Lender’s intent to exercise its rights and remedies under pursuant to Section 5.01(c):) hereof following the occurrence and continuance beyond any applicable grace or cure period of an Event of Default: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with prohibited by the terms or purposes hereof, the Loan Credit Agreement or any other Loan Credit Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Credit Agreement; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, shall be immediately delivered to the Lender to hold as Pledged Collateral and Equity Interests shall, if received by any Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of such Grantor and be promptly (but in any event within ten (10) days after receipt thereof) delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default beyond any applicable grace or cure periods, and upon receipt by the Borrower Lender’s delivery of written notice from to the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01applicable Grantor: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the Lender, which shall thereupon have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender appropriate instruments as the Lender may reasonably request in order to permit the Lender to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c5.01(c)(ii) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of such Grantor and shall promptly (but in any event within ten (10) days after receipt thereof by such Grantor) be paid over to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, hereof or the Loan Agreement or any other Loan DocumentSecurity Documents; provided, however, that no Grantor shall in any event exercise such rights in any manner which would could reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan AgreementSecurity Documents; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within five Business Days after receipt thereof) delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Collateral Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Default: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Agent appropriate instruments as the Lender Collateral Agent may request in order to permit the Lender Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the LenderCollateral Agent, shall be segregated from other funds of such Grantor and shall promptly (but in any event within five Business Days after receipt thereof by such Grantor) be paid over to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement Indenture or any other Loan Note Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall shall, subject to the terms of the Intercreditor Agreement, be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Purchase Agreement; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within ten Business Days after receipt thereof) delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Collateral Agent shall be be, subject to the Intercreditor Agreement, deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by subject to the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Intercreditor Agreement: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, subject to the terms of the Intercreditor Agreement, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Agent appropriate instruments as the Lender Collateral Agent may request in order to permit the Lender Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the LenderCollateral Agent, shall be segregated from other funds of such Grantor and shall promptly (but in any event within ten Business Days after receipt thereof by such Grantor) be paid over to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Subject to compliance with Gaming Laws, each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Credit Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would could reasonably be expected to have a Material Adverse Effect. (ii) Each Subject to compliance with Gaming Laws, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within five (5) Business Days after receipt thereof) delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Subject to compliance with Gaming Laws, the Administrative Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i6.01(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii)6.01(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Default: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i6.01(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the LenderAdministrative Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii6.01(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the LenderAdministrative Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Administrative Agent appropriate instruments as the Lender Administrative Agent may request in order to permit the Lender Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i6.01(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii)6.01(c)(ii) hereof. (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii6.01(a)(ii) or Section 5.01(c6.01(c) hereof shall be received in trust for the benefit of the LenderAdministrative Agent, shall be segregated from other funds of such Grantor and shall promptly (but in any event within five (5) Business Days after receipt thereof by such Grantor) be paid over to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default under the New Notes shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):occurred: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement New Notes or any other Loan DocumentDocuments; provided, however, that no Grantor shall in any event exercise such rights in any manner which would could reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the New Notes or any other Loan AgreementDocuments; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of such Grantor and be immediately (but in any event within three Business Days after receipt thereof) delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Collateral Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt under the New Notes, without additional action by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Collateral Agent: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Agent appropriate instruments as the Lender Collateral Agent may request in order to permit the Lender Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the LenderCollateral Agent, shall be segregated from other funds of such Grantor and shall immediately (but in any event within three Business Days after receipt thereof by such Grantor) be paid over to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Purchase Agreement or any other Loan Transaction Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan Purchase Agreement; provided, however, that any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Purchaser to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderPurchaser, be segregated from the other property or funds of such Grantor and be immediately delivered to the Lender Purchaser as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Lender Purchaser shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii). (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Default: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the LenderPurchaser, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the LenderPurchaser, which shall have the sole right to receive and hold such Distributions as Pledged Collateral. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Purchaser appropriate instruments as the Lender Purchaser may request in order to permit the Lender Purchaser to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii5.01(c)(ii). (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) shall be received in trust for the benefit of the LenderPurchaser, shall be segregated from other funds of such Grantor and shall immediately be paid over to the Lender Purchaser as Pledged Collateral in the same form as so received (with any necessary endorsement).

Existing Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing and the Borrower has not received written notice from the Lender stating its intention to exercise its rights and remedies under Section 5.01(c):continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Secured Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement Agreements or any other Loan Other Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which would could reasonably be expected to have a Material Adverse Effect. (ii) Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, if and to the extent made in accordance with the provisions of the Loan AgreementAgreements; provided, however, that that, subject to the Noteholder Intercreditor Agreement, any and all (A) non-cash such Distributions paid, received consisting of rights or otherwise distributed interests in respect of, or in exchange for, any Secured Collateral, (B) cash Distributions paid in respect the form of any Secured Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Secured Collateral, securities shall be immediately delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within five (5) Business Days after receipt thereof) delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (b) The Lender Collateral Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii)) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and upon receipt by subject to the Borrower of written notice from the Lender including details of the Event of Default and stating its intent to exercise its rights and remedies under Section 5.01Intercreditor Agreements: (i) All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the LenderCollateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged CollateralCollateral in accordance with this Agreement and the ABL Intercreditor Agreement. (d) Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Lender Collateral Agent appropriate instruments as the Lender Collateral Agent may request in order to permit the Lender Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.01(c)(i)(i5.01(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.01(c)(ii)(ii)5.01(c)(ii) hereof. (e) All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c) hereof shall be received in trust for the benefit of the LenderCollateral Agent, shall be segregated from other funds of such Grantor and shall promptly (but in any event within five (5) Business Days after receipt thereof by such Grantor) be paid over to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).