Common use of Pledged Investments Clause in Contracts

Pledged Investments. If the Borrower shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock of any issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereof, the Borrower shall accept the same as the agent of the Secured Parties Representative and the Secured Parties and hold the same in trust therefor and deliver the same forthwith to the Custodian in the exact form received, together with an undated stock or bond power covering such certificate duly executed in blank by the Borrower or, if required, duly indorsed by the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any issuer shall be paid over to the Custodian to be held by it as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured Obligations.

Pledged Investments. If (a) Unless an Event of Default shall have occurred and be continuing and the Borrower Collateral Agent shall become entitled have given notice to the relevant Pledgor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Pledgor shall be permitted to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights all cash dividends and other distributions paid in respect of the capital stock Pledged Stock and all cash payments made in respect of the Pledged Debt, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Securities Purchase Agreement and the Notes and to exercise all voting and corporate or other rights with respect to the Pledged Investments; provided, however, that no vote shall be cast or corporate or other right exercised or other action taken which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereof, the Borrower shall accept the same as the agent provision of the Secured Parties Representative Notes, this Agreement or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Secured Parties and hold the same in trust therefor and deliver the same forthwith Collateral Agent shall give notice of its intent to exercise its rights pursuant to this Section 6.3(b) to the Custodian in relevant Pledgor or Pledgors, (i) the exact form receivedCollateral Agent shall have the right to receive any and all cash dividends, together with an undated stock payments or bond power covering such certificate duly executed in blank by the Borrower or, if required, duly indorsed by the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums other Proceeds paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any issuer shall be paid over and make application thereof to the Custodian to be held by it Obligations in such order as additional collateral security for the Secured ObligationsCollateral Agent may determine, and in case and/or (ii) any distribution of capital shall be made on or in respect all of the Pledged Investments may 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 Pledged Investments 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 Pledged Investments as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Investments upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Investments, and in connection therewith, the right to deposit and deliver any and all of the Pledged Investments 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 and the other Secured Parties shall have no duty to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Pledgor hereby appoints the Collateral Agent, which appointment shall be distributed exercisable only upon the occurrence and during the continuance of an Event of Default, such Pledgor’s true and lawful attorney-in-fact and grants to the Collateral Agent an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Collateral Agent reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Investments pledged by such Pledgor 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 Pledgor, and each Pledgor 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 Pledged Investments pursuant directly to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured ObligationsCollateral Agent.

Pledged Investments. If (a) Prior to any Foreclosure on a Pledged Investment, the Borrower Company shall become entitled be permitted to receive exercise all voting and corporate or other organizational rights with respect to such Pledged Investment. (b) Upon the completion of, or to the extent necessary to complete, a Foreclosure on a Pledged Investment, the Administrative Agent (acting in its capacity as such or through its nominee) shall receive have the right to (x) exercise such rights, powers and privileges of the Company with respect to the Company’s Pledged Investment (including all voting and consent rights) and (y) transfer all of the Company’s right, title and interest in and to such Pledged Investment upon or in aid or preparation of a Foreclosure, and to be substituted for the Company as the sole owner for all purposes of all of the Company’s right, title and interest in and to such Pledged Investment, in each case effective immediately upon written notice to the Company and the issuer of the Pledged Investment. Without limiting the foregoing, the Administrative Agent (or its nominee) may upon Foreclosure on a Pledged Investment exercise (i) all voting, consent, corporate and other rights pertaining to such Pledged Investment at any stock certificate meeting of shareholders, members or partners of the relevant Issuer or Issuers or otherwise and (ii) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Investment as if it were the absolute owner thereof (including, without limitation, any certificate representing a stock dividend the right to exchange at its discretion such Pledged Investment upon the merger, consolidation, reorganization, recapitalization or a distribution other fundamental change in connection with any reclassification, increase the corporate or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock other organizational structure of any issuer, whether in addition to, in substitution of, as a conversion ofIssuer, or in exchange for, any Pledged Investments, or otherwise in respect thereof, upon the Borrower shall accept the same as the agent of the Secured Parties Representative and the Secured Parties and hold the same in trust therefor and deliver the same forthwith to the Custodian in the exact form received, together with an undated stock or bond power covering such certificate duly executed in blank exercise by the Borrower or, if required, duly indorsed by Company or the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution Administrative Agent of any issuer shall be paid over right, privilege or option pertaining to the Custodian to be held by it as additional collateral security for the Secured Obligationssuch Pledged Investment, and in case connection therewith, the right to deposit and deliver such Pledged Investment with any distribution committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Company 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) The Company hereby irrevocably authorizes and instructs (i) each Issuer of capital any Pledged Investment pledged by the Company hereunder and (ii) any Covered Subsidiary that is not a Pledged Subsidiary to comply with any instruction received by it from the Administrative Agent in writing in accordance with the terms of this Agreement, without any other or further instructions from, or the consent of, the Company, and the Company agrees that each Issuer and each such Covered Subsidiary shall be made on or fully protected in respect so complying. By executing and delivering an Acknowledgment and Consent substantially in the form of Annex 2 hereto, each Issuer of any Pledged Investment pledged by the Pledged Investments or any property Company agrees that (x) it will be bound by the terms of this Agreement and comply with such terms insofar as such terms are applicable to it and (y) the terms of this Section 5.1(c) shall be distributed upon or apply to it, mutatis mutandis, with respect to the Pledged Investments pursuant to the recapitalization or reclassification all actions that may be required of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured Obligationsit.

Pledged Investments. If (a) Unless an Event of Default shall have occurred and be continuing and the Borrower Secured Party shall become entitled have given notice to the relevant Pledgor of the Secured Party’s intent to exercise its rights pursuant to this Section 6.3(a), each Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all cash payments made in respect of the Pledged Debt, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Debenture, and to exercise all voting and corporate or other rights with respect to the Pledged Investments; provided, however, that no vote shall be cast or corporate or other right exercised or other action taken which, in the Secured Party’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Debenture, this Agreement or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Secured Party shall give notice of its intent to exercise its rights pursuant to this Section 6.3(b) to the relevant Pledgor or Pledgors, (i) the Secured Party shall have the right to receive any stock certificate and all cash dividends, payments or other Proceeds paid in respect of the Pledged Investments and make application thereof to the Obligations in such order as the Secured Party may determine, and/or (ii) any or all of the Pledged Investments may be registered in the name of the Secured Party or its nominee, and the Secured Party or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Investments 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 Pledged Investments as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock of any issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereof, the Borrower shall accept the same as the agent of the Secured Parties Representative and the Secured Parties and hold the same in trust therefor and deliver the same forthwith to the Custodian in the exact form received, together with an undated stock or bond power covering such certificate duly executed in blank by the Borrower or, if required, duly indorsed by the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums paid upon or in respect all of the Pledged Investments upon the liquidation merger, consolidation, reorganization, recapitalization or dissolution other fundamental change in the corporate or other structure of any issuer shall be paid over to Issuer, or upon the Custodian to be held exercise by it as additional collateral security for any Pledgor or the Secured ObligationsParty of any right, privilege or option pertaining to such Pledged Investments, and in case connection therewith, the right to deposit and deliver any distribution of capital shall be made on or in respect and all of the Pledged Investments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), all without liability except to account for property actually received by it, but the Secured Party shall have no duty to any property Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Pledgor hereby appoints the Secured Party, which appointment shall be distributed exercisable only upon the occurrence and during the continuance of an Event of Default, such Pledgor’s true and lawful attorney-in-fact and grants to the Secured Party an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Secured Party reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Investments pledged by such Pledgor hereunder to (i) comply with any instruction received by it from the Secured Party 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 Pledgor, and each Pledgor 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 Pledged Investments pursuant directly to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured ObligationsParty.

Pledged Investments. If the Borrower or any Investment Holding Subsidiary shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock of any issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereof, the Borrower or applicable Investment Holding Subsidiary shall accept the same as the agent of the Secured Parties Representative and the Secured Parties and hold the same in trust therefor and deliver the same forthwith to the Custodian in the exact form received, together with an undated stock or bond power covering such certificate duly executed in blank by the Borrower or applicable Investment Holding Subsidiary or, if required, duly indorsed by the Borrower or applicable Investment Holding Subsidiary in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections Section 3.4 or 3.5). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any issuer shall be paid over to the Custodian to be held by it as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the BorrowerBorrower or any Investment Holding Subsidiary, the Borrower or applicable Investment Holding Subsidiary shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the BorrowerBorrower or applicable Investment Holding Subsidiary, as additional collateral security for the Secured Obligations.

Pledged Investments. If Subject to the Borrower shall become entitled provisions of Articles 2 and 3, funds held by the Escrow Agent in the Escrow Account may, at the written direction of the Company, be invested and reinvested solely in the following ("Pledged Investments"): (x) securities that are (i) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which in either case, are not callable or redeemable at the option of the issuer thereof, or (iii) any "AAA" - rated money market mutual fund that invests in (i) and (ii) and (y) depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to receive any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depository receipt, or shall receive with respect to any stock certificate specific payment of principal or interest on any U.S. Government Obligation which is so specified and held, provided that (including, without limitation, except as required by law) such custodian is not authorized to make any certificate representing a stock dividend or a distribution in connection with deduction from the amount payable to the holder of such depository receipt from any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights amount received by the custodian in respect of the capital stock U.S. Government Obligation or the specific payment of principal or interest of the U.S. Government Obligation evidenced by such depository receipt. If the Company fails to give written investment instructions to the Escrow Agent by 10:00 a.m. (New York time) on any Business Day (other than the Closing Date) on which there is uninvested cash and/or maturing Pledged Investments in the Escrow Account, the Purchaser is hereby authorized and directed to direct the Escrow Agent to, and the Escrow Agent shall, invest any such cash or the proceeds of any issuer, whether maturing Pledged Investments in addition to, the investments described in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereofclause (iii) above. On the Closing Date, the Borrower Company may direct the Purchaser, who shall accept direct the same as Escrow Agent, to invest the agent of the Secured Parties Representative and the Secured Parties and hold the same in trust therefor and deliver the same forthwith to the Custodian proceeds in the exact form received, together with an undated stock or bond power covering such certificate duly executed Escrow Account in blank by the Borrower or, if required, duly indorsed by the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any issuer until 2:00 p.m., which instructions shall be paid over executed no later than 12:00 noon on the Business Day immediately following the Closing Date. The Company's failure to the Custodian to be held by it as additional collateral security for the Secured Obligations, and in case any distribution of capital give such investment instructions shall be made on not constitute a default or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured Obligationsa Redemption Event hereunder.

Pledged Investments. If (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Borrower of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.3(b), each Borrower shall become entitled be permitted to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights all cash dividends and other distributions paid in respect of the capital stock Pledged Stock and all cash payments made in respect of the Pledged Debt, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the TC&F Agreement and the Notes and to exercise all voting and corporate or other rights with respect to the Pledged Investments; provided, however, that no vote shall be cast or corporate or other right exercised or other action taken which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereof, the Borrower shall accept the same as the agent provision of the Secured Parties Representative Notes, this Agreement or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Secured Parties and hold the same in trust therefor and deliver the same forthwith Collateral Agent shall give notice of its intent to exercise its rights pursuant to this Section 7.3(b) to the Custodian in relevant Borrower or Borrowers, (i) the exact form receivedCollateral Agent shall have the right to receive any and all cash dividends, together with an undated stock payments or bond power covering such certificate duly executed in blank by the Borrower or, if required, duly indorsed by the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums other Proceeds paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any issuer shall be paid over and make application thereof to the Custodian to be held by it Obligations in such order as additional collateral security for the Secured ObligationsCollateral Agent may determine, and in case and/or (ii) any distribution of capital shall be made on or in respect all of the Pledged Investments may 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 Pledged Investments 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 Pledged Investments as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Investments upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Borrower or the Collateral Agent of any right, privilege or option pertaining to such Pledged Investments, and in connection therewith, the right to deposit and deliver any and all of the Pledged Investments 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 and the other Secured Parties shall have no duty to any Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Borrower hereby appoints the Collateral Agent, which appointment shall be distributed exercisable only upon the occurrence and during the continuance of an Event of Default, such Borrower’s true and lawful attorney-in-fact and grants to the Collateral Agent an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Collateral Agent reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Borrower hereby authorizes and instructs each Issuer of any Pledged Investments pledged by such Borrower 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 Borrower, and each Borrower 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 Pledged Investments pursuant directly to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured ObligationsCollateral Agent.

Pledged Investments. If (a) Unless an Event of Default shall have occurred and be continuing and the Borrower Secured Party shall become entitled have given notice to the relevant Pledgor of the Secured Party’s intent to exercise its rights pursuant to this Section 6.3(a), each Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all cash payments made in respect of the Pledged Debt, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Loan Agreement, and to exercise all voting and corporate or other rights with respect to the Pledged Investments; provided, however, that no vote shall be cast or corporate or other right exercised or other action taken which, in the Secured Party’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Loan Agreement, this Agreement or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Secured Party shall give notice of its intent to exercise its rights pursuant to this Section 6.3(b) to the relevant Pledgor or Pledgors, (i) the Secured Party shall have the right to receive any stock certificate and all cash dividends, payments or other Proceeds paid in respect of the Pledged Investments and make application thereof to the Obligations in such order as the Secured Party may determine, and/or (ii) any or all of the Pledged Investments may be registered in the name of the Secured Party or its nominee, and the Secured Party or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Investments 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 Pledged Investments as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock of any issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Investments, or otherwise in respect thereof, the Borrower shall accept the same as the agent of the Secured Parties Representative and the Secured Parties and hold the same in trust therefor and deliver the same forthwith to the Custodian in the exact form received, together with an undated stock or bond power covering such certificate duly executed in blank by the Borrower or, if required, duly indorsed by the Borrower in blank, and with, if the Secured Parties Representative so requests, signature guaranteed, to be held by the Custodian as additional collateral security for the Secured Obligations (except as released pursuant to Sections 3.4 or 3.5). Any sums paid upon or in respect all of the Pledged Investments upon the liquidation merger, consolidation, reorganization, recapitalization or dissolution other fundamental change in the corporate or other structure of any issuer shall be paid over to Issuer, or upon the Custodian to be held exercise by it as additional collateral security for any Pledgor or the Secured ObligationsParty of any right, privilege or option pertaining to such Pledged Investments, and in case connection therewith, the right to deposit and deliver any distribution of capital shall be made on or in respect and all of the Pledged Investments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), all without liability except to account for property actually received by it, but the Secured Party shall have no duty to any property Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Pledgor hereby appoints the Secured Party, which appointment shall be distributed exercisable only upon the occurrence and during the continuance of an Event of Default, such Pledgor’s true and lawful attorney-in-fact and grants to the Secured Party an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Secured Party reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Investments pledged by such Pledgor hereunder to (i) comply with any instruction received by it from the Secured Party 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 Pledgor, and each Pledgor 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 Pledged Investments pursuant directly to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Custodian to be held by it as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Custodian, hold such money or property in trust for the Secured Parties Representative and the Secured Parties, segregated from other funds of the Borrower, as additional collateral security for the Secured ObligationsParty.