Common use of Income and Voting Rights on Collateral Clause in Contracts

Income and Voting Rights on Collateral. (a) Unless an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall be entitled to receive for its own account all dividends, interest and, if any, principal and premium relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the Collateral below the Pledge Value Requirement. The Collateral Agent agrees to remit to the Pledgor on the Business Day received or the first Business Day thereafter all such payments received by it. If an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default or failure shall be retained by the Collateral Agent, and any such payments which are received by the Pledgor shall be received in trust for the benefit of the Trust, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Collateral hereunder. (b) Unless an Event of Default has occurred and is continuing, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral, and the Collateral Agent shall, upon receiving a written request from the Pledgor, deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral which is registered in the name of the Collateral Agent or its nominee as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights on Collateral. (a) Unless an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuingAll income, the Pledgor shall be entitled to receive for its own account all dividends, interest and, if any, principal and premium relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the any Collateral below the Pledge Value Requirement. The Collateral Agent agrees to remit to the Pledgor on the Business Day received or the first Business Day thereafter all such payments received by it. If an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default or failure thereon shall be retained by the Collateral Agent, and any such payments which that are received by the Pledgor shall be received in trust for the benefit of the TrustIndenture Trustee, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Collateral hereunder. (b) Unless an Event of Default has occurred and is continuing, , (i) the Pledgor shall have the right, from time to time, to vote and to give all approvals, consents, ratifications and waivers with respect to the CollateralCollateral (including all DSW Class A Common Shares and DSW Class B Common Shares), and the Collateral Agent shall, upon receiving a written request from the Pledgor, is hereby directed to and shall promptly deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral which that is registered in the name of the Collateral Agent or its nominee and shall further deliver such documents and instruments as shall be specified in such a written request and be in form and substance satisfactory by the Pledgor; and (ii) the Pledgor shall have the right to direct the Collateral AgentAgent as to whether to tender any Collateral in any tender offer or exchange offer related to such Collateral; provided that the Collateral Agent shall maintain a perfected security interest in the proceeds of any such tender offer or exchange offer and, with respect to any such proceeds consisting of Investment Property, as to which the Collateral Agent shall have Control. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such rightright as requested by the Collateral Agent, to vote and to give all approvals, consents, ratifications and waivers, and take any other action with respect to any or all of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights on Collateral. (a) Unless an Event of Default or failure by the Pledgor to meet any of its Pledgor’s obligations under Section 5(b), (c) or (cd) hereof has occurred and is continuing, the Pledgor shall be entitled to receive for its Pledgor’s own account all dividends, interest and, if any, principal and premium relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the Collateral below the Pledge Value RequirementRequirement or result in an Insufficiency Determination. The Collateral Agent agrees to remit to the Pledgor on the Business Day received or the first Business Day thereafter all such payments received by it. If an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b), (c) or (cd) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default Event of Default or failure shall be retained by the Collateral Agent, and any such payments which that are received by the Pledgor shall be received in trust for the benefit of the TrustPurchase Contract Agent, as attorney-in-fact for the Holders of the Purchase Contracts, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Collateral hereunder. If any such Event of Default or failure is no longer continuing, then the Collateral Agent shall remit any such payments that are so retained by, or paid to it, on the first Business Day after the Collateral Agent shall have received notice from the Purchase Contract Agent that such Event of Default or failure is no longer continuing, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the Collateral below the Pledge Value Requirement. (b) Unless an Event of Default has occurred and is continuing, (i) the Pledgor shall have the right, from time to time, to vote and to give all approvals, consents, ratifications and waivers with respect to the CollateralCollateral (including all shares of HRH Common Stock), and the Collateral Agent shall, upon receiving a written request from the Pledgor, shall promptly deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral which that is registered in the name of the Collateral Agent or its nominee and shall further deliver such documents and instruments as shall be specified in such a written request by the Pledgor and be in form and substance satisfactory (ii) the Pledgor shall have the right to direct the Collateral AgentAgent as to whether to tender any Collateral in any tender offer or exchange offer related to such Collateral; provided that the Collateral Agent shall maintain a perfected security interest in the proceeds of any such tender or exchange offer and, with respect to any such proceeds consisting of investment property, as to which the Collateral Agent shall have Control. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such rightright as requested by the Collateral Agent, to vote and to give all approvals, consents, ratifications and waivers, and take any other action with respect to any or all of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights on Collateral. (a) Unless an Event The Collateral Agent, on behalf of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuingPurchaser, the Pledgor shall be entitled to receive for its own account all dividends, distributions, interest and, if any, principal and premium relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value and all securities or other property received in respect of the Collateral below the Pledge Value Requirementin a Dilution Event, Reorganization Event or a Distribution Event. The Collateral Agent agrees to remit to the Pledgor on the Business Day received or the first Business Day thereafter all Any such payments received by it. If an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default or failure shall be retained by the Collateral Agent, and any such payments distributions which are received by the Pledgor shall be received in trust for the benefit of the TrustPurchaser, shall be segregated from other funds and property of the Pledgor and shall forthwith promptly be paid over to the Collateral Agent; provided that the Pledgor may retain any amount received by the Pledgor in respect of any cash distribution described in clause (i) below in excess of 70% of the amount of such cash distribution. Any The Collateral Agent shall: (i) remit to the Purchaser, on the Business Day received or the first Business Day thereafter, 70% of the amount of any cash distribution in respect of a Distribution Event (other than cash received pursuant to Section 6.4(b)(i)(B) or (D) of the Purchase Agreement), and remit to the Pledgor the remainder of any such cash distribution (in each case as provided in Section 6.4(a) of the Purchase Agreement); (ii) hold all cash payments so retained by, or paid over to, received by it pursuant to this Section 7(a) in respect of a Reorganization Event as Collateral hereunder credited to the Collateral Agent shall be held Account; (iii) hold all (A) Marketable Equity Securities and (B) Transferable Exchangeable Securities that expire on or after the Exchange Date and whose holders are entitled to receive, as a result of conversion, exercise or exchange, property consisting exclusively of cash and/or Marketable Equity Securities, in each case received by it pursuant to this Section 7(a) in respect of a Dilution Event, Reorganization Event or a Distribution Event, as Collateral hereunder credited to the Collateral Account; (iv) pursuant to Section 6.4(b)(i)(B) of the Purchase Agreement, convert, exercise or exchange all Exchangeable Securities that expire prior to the Exchange Date and that do not require payment as a condition to their conversion, exercise or exchange on the Business Day immediately preceding their expiration date in the manner required by the terms of such Exchangeable Securities, notify the Pledgor and the Purchaser of such conversion, exercise or exchange, and (a) hold all cash and Marketable Equity Securities received in connection with such conversion, exercise or exchange as Collateral hereunder credited to the Collateral Account, and (b) liquidate and turn into cash all securities or other property other than cash or Marketable Equity Securities received in connection with such conversion, exercise or exchange, notify the Purchaser of such liquidation, and hold the cash proceeds as Collateral hereunder credited to the Collateral Account. (v) pursuant to Section 6.4(b)(i)(B) of the Purchase Agreement, convert, exercise or exchange all Non-Transferable Exchangeable Securities that expire on or after the Exchange Date and that do not require payment as a condition to their conversion, exercise or exchange on the tenth Business Day preceding the Exchange Date in the manner required by the terms of such Non-Transferable Exchangeable Securities, notify the Pledgor and the Purchaser of such conversion, exercise or exchange, and (a) hold all cash and Marketable Equity Securities received in connection with such conversion, exercise or exchange as Collateral hereunder credited to the Collateral Account, and (b) liquidate and turn into cash all securities or other property other than cash or Marketable Equity Securities received in connection with such conversion, exercise or exchange, notify the Purchaser of such liquidation, and hold the cash proceeds as Collateral hereunder credited to the Collateral Account; (vi) pursuant to Section 6.2(a)(ii) of the Purchase Agreement, liquidate and turn into cash all securities or other property other than cash or Marketable Equity Securities received by the Collateral Agent in respect of a Reorganization Event, notify the Calculation Agent of such liquidation, and hold the cash proceeds as Collateral hereunderhereunder credited to the Collateral Account; and (vii) pursuant to Section 6.4(b)(i)(D) of the Purchase Agreement, liquidate and turn into cash (A) securities or other property other than Marketable Equity Securities or Exchangeable Securities, (B) Transferable Exchangeable Securities that expire on or after the Exchange Date and whose holders are entitled to receive, as a result of conversion, exercise or exchange, property other than cash and Marketable Equity Securities, and (C) Transferable Exchangeable Securities that expire prior to the Exchange Date and that require payment as a condition to their conversion, exercise or exchange, in each case received by the Collateral Agent in respect of a Distribution Event, notify the Purchaser of such liquidation, and hold the cash proceeds as Collateral hereunder credited to the Collateral Account. (b) Unless an Event At any time prior to the disposition of Default has occurred and is continuingany Collateral by the Collateral Agent pursuant to Section 8 hereof, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral, and the Collateral Agent shall, upon receiving a written request from the Pledgor, shall promptly deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral which is registered in the name of the Collateral Agent or its nominee and shall further deliver such documents and instruments as shall be specified in reasonably necessary to allow the Pledgor to exercise such request and be in form and substance satisfactory to rights. For the Collateral Agent. If an Event avoidance of Default shall have occurred and be continuingdoubt, neither the Purchaser nor the Collateral Agent shall have voting rights with respect to the right Collateral, except to the extent permitted that the Purchaser or the Collateral Agent buys any Collateral in a sale or other disposition made pursuant to Section 8(b). (c) The Collateral Agent agrees that it will, promptly upon a request by lawthe Pledgor, and furnish to the Pledgor shall take all such action evidence as may be necessary or appropriate is reasonably available to give effect the Collateral Agent as to such rightthe withholding of any tax in respect of any dividends, to vote distributions, interest and, if any, principal and to give consents, ratifications and waivers, and take any other action with respect premium relating to any of the Collateral, or all any securities or other property received in respect of the Collateral in a Dilution Event, Reorganization Event or a Distribution Event, and that it will, if requested by the Pledgor, make reasonable efforts to cooperate with the same force and effect as if the Collateral Agent were the absolute and sole owner thereofPledgor in its efforts to obtain a refund or similar relief in respect of such tax withholding.

Income and Voting Rights on Collateral. (a) Unless an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall be entitled to receive for its the Pledgor’s own account all dividends, interest and, if any, principal and premium cash dividends relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the VIP Securities held as Pledged Collateral below the Pledge Value Requirementhereunder. The Collateral Agent agrees that, unless an Event of Default shall have occurred and be continuing, it shall not give any instruction to the Securities Intermediary that would prevent the Securities Intermediary from paying over to the Pledgor any cash dividends received from VIP in relation to the VIP Securities held as Pledged Collateral hereunder. Upon receipt of any such cash dividend, the Securities Intermediary shall, subject to applicable law, remit to the Pledgor on the Business Day received or the first Payment Business Day thereafter all such payments cash dividends received by it except that (i) if the Securities Intermediary or its agent is required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed to the Pledgor shall be reduced accordingly and (ii) the Securities Intermediary is not required to make that payment until the Securities Intermediary has received from the Pledgor a notice containing details of an account that can receive that payment in the currency in which the Securities Intermediary received it. If an Event For the avoidance of Default or failure by the Pledgor to meet doubt, any non-cash distributions in respect of its obligations any VIP Securities constituting Pledged Collateral under Section 5(b) or (c) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default or failure this Collateral Agreement shall be retained by the Securities Intermediary as Pledged Collateral in the VIP Collateral Account. Notwithstanding the second preceding sentence, if the Securities Intermediary (i) has received a notice from the Calculation Agent stating that an Event of Default has occurred and is continuing and the Collateral Agent has decided to exercise its remedies under Section 8 hereof, and (ii) has not received subsequent instructions from the Collateral Agent to the contrary, the Securities Intermediary shall not pay any cash distribution it receives in respect of any VIP Securities constituting Pledged Collateral to the Pledgor and, subject to the exceptions set forth in that sentence (including having received appropriate account details from the Collateral Agent), and any such payments which are received by distributions shall be retained as Pledged Collateral in the VIP Collateral Account. If the Pledgor shall be has received any cash distribution in respect of any VIP Securities constituting Pledged Collateral that became payable after an Event of Default occurs, the Pledgor agrees that it will, in trust for the benefit of the TrustTrustee, shall be segregated segregate those distributions from other funds of the Pledgor and shall forthwith be paid pay those distributions over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Pledged Collateral hereunder. If any such Event of Default is no longer continuing, then the Collateral Agent shall remit, or shall instruct the Securities Intermediary to remit, to the Pledgor any such payments that are so retained by, or paid to it, on the first Payment Business Day after the Collateral Agent shall have received notice from the Calculation Agent that such Event of Default is no longer continuing. (b) Unless an Event of Default has occurred and is continuingcontinuing and the Collateral Agent has decided to exercise its remedies under Section 8 below, the Pledgor shall have the right, from time to time, to vote and to give all approvals, consents, ratifications ratifications, waivers and waivers to do all actions other than actions prohibited herein with respect to the Collateral, and Pledged Collateral (including all VIP Securities). Unless the Securities Intermediary has received notice from the Collateral Agent that the Collateral Agent has decided to exercise its remedies under Section 8, (i) upon receipt from the issuer of VIP Securities or other securities constituting Pledged Collateral of notice of any meeting or solicitation of proxies or consents of holders of those securities, the Securities Intermediary shall, as soon as practicable thereafter, mail to the Pledgor a notice, the form of which notice shall be in the sole discretion of the Securities Intermediary, which shall contain (a) such information as is contained in such notice of meeting received by the Securities Intermediary, (b) a statement that the Pledgor will be entitled, subject to any applicable provision of law and of the articles of association or similar document of the issuer of those securities, to instruct the Securities Intermediary as to the exercise of the voting rights, if any, pertaining to those securities constituting Pledged Collateral and (c) a statement as to the manner in which such instructions may be given and (ii) upon receiving a the written request from of the Pledgor, deliver received on or before the date established by the Securities Intermediary for such purpose, the Securities Intermediary shall endeavor, in so far as practicable and permitted under applicable law, to vote or cause to be voted those securities constituting Pledged Collateral in accordance with the Pledgor or as specified instructions set forth in such request (provided that such proxiesright to vote or cause to be voted such securities is not subject to a power of attorney in the form, powers and subject to the conditions stated, herein). The Securities Intermediary shall not vote or attempt to exercise the right to vote that attaches to those securities other than in accordance with such instructions. The Securities Intermediary shall within three Business Days (A) of attorneythe first Closing Date issue a revocable power of attorney relating to 3,213,783 VIP Shares and 6,426,600 Preferred VIP Shares and in the form of Annex I hereto, consents, ratifications and waivers which shall not be revoked unless the Securities Intermediary has received notice from the Collateral Agent that the Collateral Agent has decided to exercise its remedies under Section 8 hereof. As promptly as practicable after receipt of a notice from the Collateral Agent to the effect it intends to exercise remedies under Section 8 hereof in respect of any Pledged Collateral consisting of VIP Securities, the Securities Intermediary shall give, or cause to be given, notice to VIP of the Collateral which is registered revocation of such power of attorney in accordance with the name terms of such power of attorney. In no circumstances shall the Collateral Agent or its nominee as shall be specified Trustee have or acquire by virtue of this Collateral Agreement any rights in such request and be in form and substance satisfactory respect of voting any VIP Securities that constitute Collateral hereunder. (c) The Collateral Agent agrees with the Pledgor that it will not: (A) originate any entitlement orders directing the Securities Intermediary not to pay over to the Pledgor cash dividends relating to the Pledged Collateral Agent. If or any other entitlement order or similar instruction relating to Cash constituting Pledged Collateral, (B) direct the Securities Intermediary with respect to the voting of any financial assets credited to the VIP Collateral Account, or (C) originate any other entitlement orders in respect of any financial assets in the VIP Collateral Account or otherwise in respect of the Pledged Collateral (including entitlement orders directing disposition of any financial assets in the VIP Collateral Account) or give any approval, consent, ratification, waiver or do any other action with respect to the Pledged Collateral, in each case, unless an Event of Default shall have occurred and be continuing, continuing and the Collateral Agent shall have has decided to exercise its remedies under Section 8 hereof. The parties hereto agree that the right to agreement contained in the extent permitted by law, foregoing sentence is solely an agreement between the Collateral Agent and the Pledgor and shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all not affect the obligations of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereofSecurities Intermediary under Section 4(b).

Income and Voting Rights on Collateral. (a) Unless an LTV Ratio Triggered Early Maturity has occurred or an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall be entitled to receive for its the Pledgor’s own account all dividends, interest and, if any, principal and premium cash dividends relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the VIP Shares held as Pledged Collateral below the Pledge Value Requirementhereunder. The Collateral Agent agrees that, unless an LTV Ratio Triggered Early Maturity shall have occurred or an Event of Default shall have occurred and be continuing, it shall not give any instruction to the Securities Intermediary that would prevent the Securities Intermediary from paying over to the Pledgor any cash dividends received from VIP in relation to the VIP Shares held as Pledged Collateral hereunder. Upon receipt of any such cash dividend, the Securities Intermediary shall, subject to applicable law, remit to the Pledgor on the Business Day received or the first Payment Business Day thereafter all such payments cash dividends received by it except that (i) if the Securities Intermediary or its agent is required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed to the Pledgor shall be reduced accordingly and (ii) the Securities Intermediary is not required to make that payment until the Securities Intermediary has received from the Pledgor a notice containing details of an account that can receive that payment in the currency in which the Securities Intermediary received it. If an Event For the avoidance of Default or failure by doubt, any non-cash distributions in respect of the Pledgor to meet any of its obligations VIP Shares constituting Pledged Collateral under Section 5(b) or (c) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default or failure this Collateral Agreement shall be retained by the Securities Intermediary as Pledged Collateral in the VIP Collateral Account. Notwithstanding the second preceding sentence, if the Securities Intermediary (i) has received a notice from the Collateral Agent stating that an LTV Ratio Triggered Early Maturity has occurred or that an Event of Default has occurred and is continuing and the Collateral Agent has decided to exercise its remedies under Section 8 hereof, and (ii) has not received subsequent instructions from the Collateral Agent to the contrary, the Securities Intermediary shall not pay any cash distribution it receives in respect of VIP Shares constituting Pledged Collateral to the Pledgor and, subject to the exceptions set forth in that sentence (including having received appropriate account details from the Collateral Agent), and any such payments which are received by distributions shall be retained as Pledged Collateral in the VIP Collateral Account. If the Pledgor shall be has received any cash distribution in respect of VIP Shares constituting Pledged Collateral that became payable after an LTV Ratio Triggered Early Maturity or Event of Default occurs, the Pledgor agrees that it will, in trust for the benefit of the TrustTrustee, shall be segregated segregate those distributions from other funds of the Pledgor and shall forthwith be paid pay those distributions over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Pledged Collateral hereunder. If any such Event of Default is no longer continuing, then the Collateral Agent shall remit, or shall instruct the Securities Intermediary to remit, to the Pledgor any such payments that are so retained by, or paid to it, on the first Payment Business Day after the Collateral Agent shall have received notice from the Trustee that such Event of Default is no longer continuing. (b) Unless an LTV Ratio Triggered Early Maturity has occurred or an Event of Default has occurred and is continuingcontinuing and the Collateral Agent has decided to exercise its remedies under Section 8 below, the Pledgor shall have the right, from time to time, to vote and to give all approvals, consents, ratifications ratifications, waivers and waivers to do all actions other than actions prohibited herein with respect to the CollateralPledged Collateral (including all VIP Shares). Unless the Securities Intermediary has received notice from the Collateral Agent that the Collateral Agent has decided to exercise its remedies under Section 8, (i) upon receipt from the issuer of VIP Shares or other securities constituting Pledged Collateral of notice of any meeting or solicitation of proxies or consents of holders of those securities, the Securities Intermediary shall, as soon as practicable thereafter, mail to the Pledgor a notice, the form of which notice shall be in the sole discretion of the Securities Intermediary, which shall contain (a) such information as is contained in such notice of meeting received by the Securities Intermediary, (b) a statement that the Pledgor will be entitled, subject to any applicable provision of law and of the articles of association or similar document of the issuer of those securities, to instruct the Securities Intermediary as to the exercise of the voting rights, if any, pertaining to those securities constituting Pledged Collateral and (c) a statement as to the manner in which such instructions may be given and (ii) upon the written request of the Pledgor, received on or before the date established by the Securities Intermediary for such purpose, the Securities Intermediary shall endeavor, in so far as practicable and permitted under applicable law, to vote or cause to be voted those securities constituting Pledged Collateral in accordance with the instructions set forth in such request (provided that such right to vote or cause to be voted such securities is not subject to a power of attorney in the form, and subject to the conditions stated, herein). If the Securities Intermediary has received notice from the Collateral Agent that an LTV Ratio Triggered Early Maturity has occurred or an Event of Default has occurred and is continuing and the Collateral Agent shallhas decided to exercise its remedies under Section 8 hereof, upon receiving a written request from the Pledgor, deliver Collateral Agent shall have the rights otherwise given to the Pledgor under the preceding sentence with respect to voting of securities constituting Pledged Collateral (including all VIP Shares). In such circumstances, the Securities Intermediary shall not vote or attempt to exercise the right to vote that attaches to those securities other than in accordance with such instructions. The Securities Intermediary shall within three Business Days (A) of the first Closing Date issue a revocable power of attorney relating to 9,349,999 VIP Shares and in the form of Annex II hereto and (B) of the Additional Pledge Date issue a revocable power of attorney relating to the Additional Pledge Shares and in the form of Annex II hereto, that, in each case, shall not be revoked unless the Securities Intermediary has received notice from the Collateral Agent that the Collateral Agent has decided to exercise its remedies under Section 8 hereof. As promptly as specified practicable after receipt of an instruction from the Collateral Agent to the effect that any Pledged Collateral consisting of VIP Shares be deposited with the Depositary pursuant to Section 4(b)(iv) hereof, and no later than at the time of the delivery of Xxxxx Xxxx & Xxxxxxxx’x legal opinion to the Depositary pursuant to Section 11(c) hereof, the Securities Intermediary shall give, or cause its nominee to give, notice to VIP of the revocation of such power of attorney in accordance with the terms of such request such proxies, powers power of attorney. (c) The Collateral Agent agrees with the Pledgor that it will not: (A) originate any entitlement orders directing the Securities Intermediary not to pay over to the Pledgor cash dividends relating to the Pledged Collateral or any other entitlement order or similar instruction relating to Cash constituting Pledged Collateral, consents(B) direct the Securities Intermediary with respect to the voting of any financial assets credited to the VIP Collateral Account, ratifications and waivers or (C) originate any other entitlement orders in respect of any financial assets in the VIP Collateral Account or otherwise in respect of the Pledged Collateral which is registered (including entitlement orders directing disposition of any financial assets in the name of the VIP Collateral Agent Account) or its nominee as shall be specified in such request and be in form and substance satisfactory give any approval, consent, ratification, waiver or do any other action with respect to the Collateral Agent. If Pledged Collateral, in each case, unless an LTV Ratio Triggered Early Maturity shall have occurred or an Event of Default shall have occurred and be continuing, continuing and the Collateral Agent shall have has decided to exercise its remedies under Section 8 hereof. The parties hereto agree that the right to agreement contained in the extent permitted by law, foregoing sentence is solely an agreement between the Collateral Agent and the Pledgor and shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all not affect the obligations of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereofSecurities Intermediary under Section 4(b).

Income and Voting Rights on Collateral. (a) Unless an Event of Default or failure by the Pledgor to meet any of its Pledgor's obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall be entitled to receive for its Pledgor's own account all dividends, interest and, if any, principal and premium relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the Collateral below the Pledge Value Requirement. The Collateral Agent agrees to remit to the Pledgor on the Business Day received or the first Business Day thereafter all such payments received by it. If an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, all such payments made or accrued after and during the continuance of such default Event of Default or failure shall be retained by the Collateral Agent, and any such payments which are received by the Pledgor shall be received in trust for the benefit of the Trust, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Collateral hereunder. If any such Event of Default or failure is no longer continuing, then the Collateral Agent shall remit any such payments that are so retained by, or paid to it, on the first Business Day after the Collateral Agent shall have received notice from the Trust that such Event of Default or failure is no longer continuing, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the Collateral below the Pledge Value Requirement. (b) Unless an Event of Default has occurred and is continuing, the Pledgor shall have the right, from time to time, to vote and to give all approvals, consents, ratifications and waivers with respect to the CollateralCollateral (including all shares of Common Stock), and the Collateral Agent shall, upon receiving a written request from the Pledgor, shall promptly deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral which is registered in the name of the Collateral Agent or its nominee and shall further deliver such documents and instruments as shall be specified in such a written request and be in form and substance satisfactory to by the Collateral AgentPledgor. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give all approvals, consents, ratifications and waivers, and take any other action with respect to any or all of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights on Collateral. (a) Unless an LTV Ratio Triggered Early Maturity has occurred or an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall be entitled to receive for its the Pledgor’s own account all dividends, interest and, if any, principal and premium cash dividends relating to all of the Collateral, unless the payment thereof to the Pledgor would reduce the aggregate Pledge Value of the Collateral below the Pledge Value Requirement. The Collateral Agent agrees that, unless an LTV Ratio Triggered Early Maturity shall have occurred or an Event of Default shall have occurred and be continuing, it shall not give any instruction to the Securities Intermediary that would prevent the Securities Intermediary from paying over to the Pledgor any cash dividends received from VIP in relation to the Collateral. Upon receipt of any such cash dividend, the Securities Intermediary shall, subject to applicable law, remit to the Pledgor on the Business Day received or the first Business Day thereafter all such payments cash dividends received by it except that (i) if the Securities Intermediary or its agent is required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed to the Pledgor shall be reduced accordingly and (ii) the Securities Intermediary is not required to make that payment until the Pledgor has notified the Securities Intermediary of an account that can receive that payment in the currency in which the Securities Intermediary received it. For the avoidance of doubt, any non-cash distributions in respect of the VIP Shares constituting Collateral under this Collateral Agreement shall be retained by the Securities Intermediary as Collateral in the Collateral Account. If the Securities Intermediary has received notice from the Collateral Agent that an LTV Ratio Triggered Early Maturity has occurred or an Event of Default or failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, all such payments distributions in respect of the VIP Shares constituting Collateral hereunder (including any cash distributions) made or accrued after the LTV Ratio Triggered Early Maturity or after and during the continuance of such default or failure Event of Default shall be retained by as Collateral in the Collateral AgentAccount, and any such distributions or payments which that are received by the Pledgor shall be received in trust for the benefit of the TrustTrustee, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Collateral Agent. Any such payments so retained by, or paid over to, the Collateral Agent shall be held by the Collateral Agent as Collateral hereunder. If any such Event of Default is no longer continuing, then the Collateral Agent shall remit, or shall instruct the Securities Intermediary to remit, to the Pledgor any such payments that are so retained by, or paid to it, on the first Business Day after the Collateral Agent shall have received notice from the Trustee that such Event of Default is no longer continuing. (b) Unless an LTV Ratio Triggered Early Maturity has occurred or an Event of Default has occurred and is continuingcontinuing and the Collateral Agent has decided to exercise its remedies under Section 8 below, the Pledgor shall have the right, from time to time, to vote and to give all approvals, consents, ratifications ratifications, waivers and waivers to do all actions other than actions prohibited herein with respect to the Collateral, and Collateral (including all VIP Shares). Unless the Securities Intermediary has received notice from the Collateral Agent that the Collateral Agent has decided to exercise its remedies under Section 8, (i) upon receipt from the issuer of VIP Shares or other securities constituting Collateral of notice of any meeting or solicitation of proxies or consents of holders of those securities, the Securities Intermediary shall, as soon as practicable thereafter, mail to the Pledgor a notice, the form of which notice shall be in the sole discretion of the Securities Intermediary, which shall contain (a) such information as is contained in such notice of meeting received by the Securities Intermediary, (b) a statement that the Pledgor will be entitled, subject to any applicable provision of law and of the articles of association or similar document of the issuer of those securities, to instruct the Securities Intermediary as to the exercise of the voting rights, if any, pertaining to those securities constituting Collateral and (c) a statement as to the manner in which such instructions maybe given and (ii) upon receiving a the written request from of the Pledgor, deliver received on or before the date established by the Securities Intermediary for such purpose, the Securities Intermediary shall endeavor, in so far as practicable and permitted under applicable law, to vote or cause to be voted those securities constituting Collateral in accordance with the Pledgor or as specified instructions set forth in such request request. The Securities Intermediary shall not vote or attempt to exercise the right to vote that attaches to those securities other than in accordance with such proxies, powers instructions. The Securities Intermediary shall within three Business Days from the date hereof issue a revocable power of attorney, consents, ratifications and waivers in respect of any of the Collateral which is registered attorney in the name form of Annex II hereto that shall not be revoked unless the Securities Intermediary has received notice from the Collateral Agent or its nominee as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. If an Event of Default shall have occurred and be continuing, that the Collateral Agent shall have the right has decided to the extent permitted by law, and the Pledgor shall take all such action exercise its remedies under Section 8 hereof. As promptly as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all practicable after receipt of the Collateral with the same force and effect as if an instruction from the Collateral Agent were to the absolute effect that any Collateral consisting of VIP Shares be deposited with the Depositary pursuant to Section 4(b)(iv) hereof, and sole owner thereofno later than at the time of the delivery of Xxxxx Xxxx & Xxxxxxxx’x legal opinion to the Depositary pursuant to Section 11(c) hereof, the Securities Intermediary shall give, or cause its nominee to give, notice to VIP of the revocation of such power of attorney in accordance with the terms of such power of attorney.