Common use of Investment Property and Instruments Clause in Contracts

Investment Property and Instruments. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property (including Pledged Stock) and all payments made in respect of Instruments (including the Pledged Notes), in each case paid in the normal course of business of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b)continuing, each Grantor shall be permitted entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution, if any, in respect of the Investment Property Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, that, except in connection with transactions permitted under Section 7.05 or Section 7.06 of the Credit Agreement, such Grantor shall not be entitled to receive (including i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged StockCollateral, or (ii) dividends and all payments made other distributions paid or payable in cash in respect of Instruments any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization. At the request of the Administrative Agent or the Required Lenders, upon and after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (including with any necessary endorsements or instruments of assignment or transfer). Following the Pledged Notes)occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case paid in the normal course of business as part of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to Collateral hereunder. Additionally, the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to receive any Grantor, to vote and all cash dividendsto give consents, payments or other Proceeds paid in ratifications and waivers with respect of the to any Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determineInstruments, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such Investment Property thereto, as if it the Administrative Agent were the absolute owner thereof (including, without limitation, thereof; provided that the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in so doingdoing so. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless and until an Event of Default shall have occurred and be continuing and during the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b)continuance thereof, each Grantor shall be permitted entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution, if any, in respect of the Investment Property Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, that, except in connection with transactions permitted under Section 7.05 or Section 7.06 of the Credit Agreement, such Grantor shall not be entitled to receive (including i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged StockCollateral, or (ii) dividends and all payments made other distributions paid or payable in cash in respect of Instruments any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization. At the request of the Lender, upon the occurrence and during the continuance of any Event of Default, the Lender shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Lender and, in accordance with the Lender’s instructions, remitted to the Lender or deposited to an account with the Lender in the form received (including with any necessary endorsements or instruments of assignment or transfer). Following the Pledged Notes)occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case paid in the normal course of business as part of the relevant Issuer Collateral hereunder. Additionally, the Lender shall have the right, upon the occurrence and consistent during the continuance of an Event of Default, following prior written notice to any Grantor, to vote and to give consents, ratifications and waivers with past practice respect to any Investment Property and Instruments, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such Investment Property thereto, as if it the Lender were the absolute owner thereof (including, without limitation, thereof; provided that the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent Lender shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in so doingdoing so. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b)occurred, each Grantor shall be permitted entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution, if any, in respect of the Investment Property Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, that, except in connection with transactions permitted under Section 8.02 or Section 8.03 of the Credit Agreement, such Grantor shall not be entitled to receive (including i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged StockCollateral, or (ii) dividends and all payments made other distributions paid or payable in cash in respect of Instruments any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization. At the request of the Administrative Agent or the Majority Lenders, during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (including with any necessary endorsements or instruments of assignment or transfer). During the Pledged Notes)continuance of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case paid in the normal course of business as part of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to Collateral hereunder. Additionally, the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right right, during the continuance of an Event of Default, following prior written notice to receive any Grantor, to vote and all cash dividendsto give consents, payments or other Proceeds paid in ratifications and waivers with respect of the to any Investment Property constituting Collateral hereunder Property, Pledged Debt and make application thereof to the Obligations in such order as the Collateral Agent may determineInstruments, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such Investment Property thereto, as if it the Administrative Agent were the absolute owner thereof (including, without limitation, thereof; provided that the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.the

Investment Property and Instruments. (a) Unless and until ----------------------------------- an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b)occurred, each Grantor shall be permitted entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution, if any, in respect of the Investment Property Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, -------- ------- that, except in connection with transactions permitted under Section 8.02 or Section 8.03 of the Credit Agreement, such Grantor shall not be entitled to receive (including i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged StockCollateral, or (ii) dividends and all payments made other distributions paid or payable in cash in respect of Instruments any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in- surplus or any other type of recapitalization. At the request of the Agent or the Directing Lenders, during the continuance of any Event of Default, the Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Agent and, in accordance with the Agent's instructions, remitted to the Agent or deposited to an account with the Agent in the form received (including with any necessary endorsements or instruments of assignment or transfer). Following the Pledged Notes)occurrence of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case paid in the normal course of business as part of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to Collateral hereunder. Additionally, the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right right, upon the occurrence of an Event of Default, following prior written notice to receive any Grantor, to vote and all cash dividendsto give consents, payments or other Proceeds paid in ratifications and waivers with respect of the to any Investment Property constituting Collateral hereunder Property, Pledged Debt and make application thereof to the Obligations in such order as the Collateral Agent may determineInstruments, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such Investment Property thereto, as if it the Agent were the absolute owner thereof (including, without limitation, thereof; provided that -------- the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in so doingdoing so. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b)occurred, each Grantor shall be permitted entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution, if any, in respect of the Investment Property Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, that, except in connection with transactions permitted under Section 8.02 or Section 8.03 of the Credit Agreement, such Grantor shall not be entitled to receive (including i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged StockCollateral, or (ii) dividends and all payments made other distributions paid or payable in cash in respect of Instruments any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization. At the request of the Administrative Agent or the Majority Lenders, during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (including with any necessary endorsements or instruments of assignment or transfer). Following the Pledged Notes)occurrence of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case paid in the normal course of business as part of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to Collateral hereunder. Additionally, the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right right, upon the occurrence of an Event of Default, following prior written notice to receive any Grantor, to vote and all cash dividendsto give consents, payments or other Proceeds paid in ratifications and waivers with respect of the to any Investment Property constituting Collateral hereunder Property, Pledged Debt and make application thereof to the Obligations in such order as the Collateral Agent may determineInstruments, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such Investment Property thereto, as if it the Administrative Agent were the absolute owner thereof (including, without limitation, thereof; provided that the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in so doingdoing so. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b)occurred, each Grantor shall be permitted entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution, if any, in respect of the Investment Property Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, that, except in connection with transactions permitted under Section 7.05 or Section 7.06 of the Credit Agreement, such Grantor shall not be entitled to receive (including i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged StockCollateral, or (ii) dividends and all payments made other distributions paid or payable in cash in respect of Instruments any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization. At the request of the Administrative Agent or the Required Lenders, upon and after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (including with any necessary endorsements or instruments of assignment or transfer). Following the Pledged Notes)occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case paid in the normal course of business as part of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to Collateral hereunder. Additionally, the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to receive any Grantor, to vote and all cash dividendsto give consents, payments or other Proceeds paid in ratifications and waivers with respect of the to any Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determineInstruments, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such Investment Property thereto, as if it the Administrative Agent were the absolute owner thereof (including, without limitation, thereof; provided that the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in so doingdoing so. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property (including Pledged Stock) and all payments made in respect of Instruments (including the Pledged Notes), in each case paid in the normal course of business of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement Indenture or this Agreement. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Investment Property and Instruments. (a) Unless an Event Each Debtor is the legal and beneficial owner of Default shall have occurred the Pledged Equity as set forth on Schedule 3.5(a). The Pledged Equity has been duly authorized and be continuing validly issued, is fully paid and the Collateral Agent shall have given written notice non-assessable and is not subject to the relevant Grantor rights of any person to acquire such Pledged Equity, and none of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(bPledged Equity constitutes margin stock (within the meaning of Regulation U issued by the FRB). Except as set forth on Schedule 3.5(a), each Grantor shall be permitted to receive on the date hereof, the Pledged Equity constitutes all cash dividends paid in respect of the Investment Property (including Pledged Stock) issued and all payments made in respect outstanding shares of Instruments (including the Pledged Notes), in stock or other equity interests of each case paid in the normal course of business of the relevant Issuer respective issuers thereof and consistent with past practice and no such issuer has any obligation to exercise all voting and corporate issue any additional shares of stock or other organizational equity interests or rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreementoptions thereto. (b) If an Event Except for filings contemplated by this Agreement and as may be required in connection with any disposition of Default shall occur any portion of the Pledged Equity by laws affecting the offering and be continuing sale of securities generally, no consent of any Person and the Collateral Agent shall give written no license, permit, approval or authorization of, exemption by, notice of its intent to exercise its rights to the relevant Grantor or Grantorsreport to, or registration, filing or declaration with, any Governmental Authority is required in connection with (i) the Collateral Agent shall have the right to receive any and all cash dividendsexecution, payments delivery, performance, validity or other Proceeds paid in respect enforceability of the Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determinethis Agreement, and (ii) the Collateral Agent shall have the right to cause any perfection or all maintenance of the Investment Property to be registered in security interest created hereby (including the name of the Collateral Agent first or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuersecond priority nature thereof), or upon (iii) the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and the rights provided for in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingthis Agreement. (c) Each Grantor hereby authorizes of the Instruments pledged by such Debtor hereunder constitutes the legal, valid and instructs binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general principles of equity. Schedule 3.5(c) lists all of the Instruments issued to or held by each Issuer Debtor as of any the date hereof. (d) Such Debtor is the record and beneficial owner of, and has good title to the Investment Property pledged by such Grantor hereunder to (i) comply with it hereunder, free of any instruction received by it from the Collateral Agent and all Liens or options in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementfavor of, without or claims of, any other or further instructions from such GrantorPerson, except the security interest created by this Agreement and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral AgentPermitted Liens.